Code Avengers: Cosmic
by lyokoMARVELanime
Summary: Sequel to Code Avengers. The Lyoko Avengers are back with all of their friends and allies, and this time, they're taking on new dangers, villains, and challenges, because after saving the universe from being destroyed, how can you really expect any less? Alien invasions, tests of trust, and more will await our heroes as they soar on to new levels of adventure like never before!
1. Catching up with Doom

_**Ladies and gentlemen, MARVELites and Lyoko Loyals everywhere, you've patiently waited and watched as many tales unfolded, but now, you're wait is over, as the sequel to Code Avengers is here at last! And now, here's your host, the man behind the first story of this series, the crafter of the crossover extraordinare that is the Gundam SEED Prime Series, along with many other titles, lyokoMARVELanime!**_

 _ **[audience applause]**_

 _ **AN: Thank you, thank you. Thank you all very much! Please, please, no autographs, is what I would say if I could give any to anyone right now.**_

 _ **[audience laughter]**_

 _ **Ah, in all seriousness though, I cannot tell you how good it is to get back to this series again. I know you're all probably expecting something new for Shield of the Cosmic Era, Chaos Hunters**_ _ **, or one of my other, more popular/rising in popularity titles right now, but to be honest, the ideas for this story have been begging me and banging against the walls of my mind for me to start this story, and after watching MARVEL's Ant-Man again along with reading a lot of MARVEL comics titles, and basically just indulging in a lot of MARVEL related stuff, I just had to get this out there!**_

 _ **I know that a lot of you are getting really anxious to see the next chapter of one of those other stories I mentioned, or another chapter for one of my stories that weren't mentioned, but I really just had to get this out there, if for no other reason, than to get it off my mind for a bit once it's gotten well underway. In the case of Chaos Hunters, I'm gonna be honest, I've hit a bit of a slump with that story, so I'm hoping that working on some of my other stories that I'll be able to work my way out of it. Besides, what better way to kick off the new year than with a new story, right? Well enough about all that. It's time to get this show on the road! Avengers, to the new story!**_

 _ **I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story.**_

* * *

 **And there came a day unlike any other, when Earth's mightiest heroes found themselves united against a common threat. On that day, they became the Avengers: the invincible, armored Iron Man; Hawkeye, the world's greatest archer; the Wakandan King, Black Panther; Thor, Prince of Thunder; the Wasp, size-changing extraordinaire; the Hulk, strongest hero there is; Ulrich Stern and Aelita Schaeffer, alias Sprint Samurai and Angel Guardian, the last Lyoko Warriors; and Captain America, the First Avenger. Assembled, they are strong, and forever, they fight as one. Avengers, assemble!**

* * *

 **Chapter 1: Catching up with Doom**

The small country of Sokovia had never been one of the largest or most profitable of nations, as even the small country of Latveria was both more well known and far better off than the small nation in the cold mountains of Eastern Europe. As such, it made for a perfect, quiet place for a major terrorist organization such as HYDRA to set up as their main base after the fall of HYDRA Island and Baron Strucker, leaving only a person known by the alias of Sin to lead the terrorists. At least, it was the perfect hiding place for HYDRA until now, if the various explosions throughout the forest leading up to the base were anything to go by. HYDRA forces were pouring out of their base in droves in order to meet the oncoming threat that was blasting its way through to them, but they were all just as quick to fall just as they were to arrive on the battlefield. Some would think that the reason for HYDRA's frantic response would be S.H.I.E.L.D., but in actuality, it was something that many HYDRA agents had come to consider a much greater threat than S.H.I.E.L.D.: the Avengers.

The first strike on the HYDRA agents had come with an arrow barrage from Hawkeye as he swooped down on his Sky-Cycle, and as he flew through the various soldiers and HYDRA tanks that had come out in response to his move, he managed to launch another arrow at a guard tower, which carried Wasp right up to the point where she could take down the HYDRA soldiers that were atop it with a hard right hook, followed by a few, point-blank stinger blasts. Wasp then vaulted over the guard rail as she shrunk down once more and flew off, just as the Hulk came crashing down on the guard tower and the tank that had just driven up alongside it, and as soon as the jade giant had charged forward into a massive number of HYDRA Dreadnoughts, Black Panther came down from the trees on some of the ones that were trying to flank Hulk, and cut them down with a few quick swipes from his claws and vibranium daggers. Black Panther then raced forward on all fours just in time to see Sprint Samurai and Angel Guardian racing in on the Overbike 2.0, with the latter firing off energy fields left and right as they raced through the battlefield, and the former focusing mostly on driving his bike while deflecting enemy fire with one of his sabers. When he drove up and off a small slope, Ulrich activated the Overbike's flight mode so that he could soar over the HYDRA tanks as he cut their weapons of with a quick swipe of his saber, while Aelita jumped off the back of the bike and spread her wings so that she could strike the enemy from above alongside Iron Man, who was unleashing a rapid barrage of repulsor blasts. After another minute or so of shooting, Iron Man spotted an opening to blast into the HYDRA Base, and immediately charged right for it, only to end up feeling like he flew right into an admantium wall a minute later.

"Shit," Stark shouted as he tumbled through the air, attempting to recover from his impact against the barrier around the HYDRA base.

"Language," Aelita reprimanded Iron Man as she continued firing energy fields at anyone foolish enough to get into her sights.

Ulrich just shook his head a little at his sister before he tapped the side of his visor and called out, "Hank, what's the view from upstairs?"

 _"Well, as I'm sure Tony already knows, the central building of the base is being protected by some kind of energy shield,"_ the voice of Hank Pym replied over his comm. _"Looks like whoever this Sin person is, he's got tech that could rival that of HYDRA Island at best."_

"You think that's why Hill asked us to take care of this base," Hawkeye asked as he crashed his Sky-Cycle into another HYDRA tank after back-flipping off of it. "You know, since we're the ones who took down HYDRA Island?"

"Funny, the way I remember it, you, Panther, and Cap were the ones who took down HYDRA Island along with your blonde girlfriend, Canary, and didn't invite me along for the ride," Hulk grunted with a large piece of a Dreadnought's head in his mouth, due to the fact that he had torn it off said mechanized henchmen with his teeth.

"Don't talk with your mouth full, Hulk," Wasp jokingly told her giant, green friend. She then spun around in mid-air as she fired numerous stinger blasts at HYDRA troops who were still charging at either her or her friends in a vain attempt to stop them before she added, "And if that is the case, then we're not really doing as much of a good job now as they did then."

"Perhaps that is because we lost the element of surprise when Iron Man decided to launch a barrage from the Quinjet's guns," Black Panther suggested after throwing a few more daggers into the enemies that had surrounded him, and the bunkers in his immediate vicinity.

"Okay, first off, that was not my idea, nor was I the one who fired the guns, Cap did," Iron Man pointed out as he ran a carpet-bombing maneuver along the outer walls of the base.

"Because he was following your orders, which came from Hulk being impatient," Ulrich argued while he set his Overbike to autopilot and then jumped off with his sabers ready. The samurai hero then somersaulted in the air before he finally brought both of his swords down in a pair of vertical slashes on another Dreadnought, and then immediately began racing around the battlefield with an additional flurry of sword swipes on every opponent he happened to come close to as soon as his feet touched the ground.

"Fine, fine, whatever," Iron Man relented on that point before he continued on with what he was saying a minute ago. "Secondly, are we really just ignoring the fact that Angel just said 'language'?"

"I know, I know; sorry," Aelita shrugged as best as she could while firing energy fields. She then dived down towards the ground as she encased her hand in an energy field, and then minute her fist impacted the forest floor, a massive shockwave of her pink, energy field erupted across the area, sending soldiers flying off their feet and into unconsciousness, and HYDRA vehicles onto their sides or their roofs. "It just slipped out. Plus, I thought Cap would've said it if he were down here. No offense Steve."

 _"None taken, Aelita,"_ Captain America replied as the Quinjet swooped overhead with its guns blazing. _"Although, I do kinda wish I was down there with all of you."_

"Just wait until we've either gotten your shield fixed or Stark finishes that little project of his that he's been working on for you and you'll be back down here with us before you know it, Steve," Wasp assured her friend as she and Hawkeye fired on another batch of HYDRA soldiers.

Even with all their efforts on the ground and the perimeter of the base, it did not change the fact that the team still needed to take out said base and bring in any HYDRA remnants that were bunkered down inside, and the only thing stopping that from happening at the moment though was the forced field that Iron Man had finally gotten fed up with trying to blast through. "Hank, tell me you've got eyes on some type of weak point on this shield, or a power generator."

 _"Weak point: no. Power generator: definitely. There's one in the southwest corner tower, just a few feet from your position. There are others in each of the other corner towers, but from what I can see on my readouts, the shield will collapse if you just take out one of them."_

"Copy that," Iron Man replied, and he immediately barreled towards the tower that his friend back home had mentioned. Once he was close enough, Tony righted himself so that he could fire off a blast from his unibeam, and the minute that the powerful repulsor struck, the shield came down in an instant. "Iron Man to all Avengers; the shield's down and I'm going in. I wouldn't mind some backup, though."

"I'm on my way, Tony," Wasp replied as she shot off in Iron Man's direction as fast as she could.

"What about the rest of us," Ulrich asked after he pulled his sword free from the HYDRA soldier that had just recently fallen by its blade.

"Either join up with me and Wasp or head for the rendezvous point and board the Quinjet, and take out as many HYDRA goons as you can along the way. I'll be sure to let Hill know that the job's done once I find out if there's anything in here that we don't want S.H.I.E.L.D. to have for one reason or another," Iron Man replied.

"Understood," the Avengers replied, and the quickly regrouped as Hulk and Aelita opened up a path for them by having Aelita slap an energy infused fist against Hulk's in a move that the two had come to call the Gamma Energy Burst.

Before he blasted inside with Wasp on his six, Iron Man could not help but smirk as he added, "And for gosh sake, watch your language!"

Aelita had to lightly laugh along with the others, even as she muttered, "That's not going to go away any time soon, is it?"

"Don't think so, Sis," Ulrich told the pinkette before he and Hawkeye raced for another entrance into the HYDRA Base while the others headed for where the Quinjet would pick them up.

No one had to wait long for the other group to finish up, as any remaining HYDRA troops had either fled the scene or simply surrendered, with their reasoning being simply that their opponents were the Avengers, and Tony and Wasp seemed unable to find anything of value in the base that the team would need to keep from S.H.I.E.L.D. for any reason, until the armored leader of the team finally spotted something in one of the labs that immediately grabbed his attention. "Hey Lyoko Warriors," Tony called out to the team's youngest members.

"I thought we told you guys to call us Lyoko Avengers," Ulrich remarked.

"Whatever," Tony muttered before he continued on with what he was saying. "Either way, I thought you guys should know, it looks like we've found another one."

"Wait. You don't mean…" Hawkeye started to say.

"Yep. Another group doing research on how to hurt Ulrich and Aelita," Tony confirmed. "Third one this week."

In the month that had followed the team's adventures in Asgard, the Avengers had encountered various different facilities run by HYDRA, A.I.M., or some other group that had been doing some investigations on how to hurt the two, seemingly invincible heroes from another dimension, and all-too-often, the research in question seemed to be very close to bearing fruit, a fact that scared everyone on the team quite a bit. This was not just because it was an indirect threat against their young friends by those groups, but also because of what always seemed to follow afterwards.

"Destroy it. All of it," Ulrich demanded in a near-menacing tone that indicated that he would not be hearing any arguments on the matter at all.

"Ulrich, are you sure about this," Wasp asked. She did not like the idea of someone being able to hurt two of her closest friends anymore than they did, but she knew that they understood it would be a smarter idea for them to be ready in case either of the two ever went rogue for some reason.

Unfortunately, Ulrich's answer was not necessary, as Aelita immediately snarled into her radio, "He said destroy all of it. _Now_."

Just as the fact that the Avengers had encountered facilities doing such research so often had become a constant thing in the recent month, so to had the fact that this would follow every time as well. Ever since the battle against Loki, Ulrich and Aelita always seemed to tense up and gain a certain edge to the way they spoke or fought whenever they heard about research in ways to hurt them, but considering what happened when Loki, Kang, and Ultron had managed to do so, none of the team could blame the two. Every time it happened, the two Lyoko Avengers seemed like they were in an unbearable amount of pain, so their reactions were reasonable. However, the fact that they were so adamant about getting rid of it all, right to the point where it seemed like they would tear through anyone who tried to go against them in order to do it, was actually rather scary.

Still, Tony did not want to argue with either of the two, as he did not want to be on the wrong end of an angry Aelita, so he did as the two had practically demanded and destroyed the research as quickly as possible, making sure that there was no trace left at all before he turned to leave the base along with Wasp, Hawkeye, and Ulrich.

"Iron Man to Avengers Mansion," Tony called out. "Mission accomplished. We'll see you when we get home Hank."

 _"Copy that, Tony. See you guys when you get here. Oh and Tony, Pepper called asking me to tell you that your meeting with Reed Richards later tonight is still on. Apparently, there's nothing going on with the Fantastic Four that is preventing it from happening for the first time in what seems like forever."_

"Copy that, Hank, and thanks. Iron Man and Quinjet 3 out."

 _"Avengers Mansion out."_

What none of the Avenger realized at the time though, was that a strange with deep green eyes had been watching them from the moment they had arrived in the forest to the moment that they had left, and when it saw the Quinjet finally depart, it sent out a coded signal to its master after stepping out of the shadows to reveal that it was a silver and green robot with the Latverian sigil on its chest.

* * *

The flight back to New York was much more peaceful in comparison to the mission that the team had just completed, and the only exception to this was the video conference that Tony was currently having with Maria Hill. Sure, Hill was actually much easier to deal with lately, but there were still times that she made it rather difficult for Tony to so much as tolerate her. The fact that she was now a bit more willing to ask the Avengers to help out every now and then these days did make that a bit easier though. _"We appreciate your assistance in taking out the HYDRA Base, Stark, and I've already got a team rounding everyone up, so you can expect some new arrivals at either Forty Two or at a maximum security S.H.I.E.L.D. prison,"_ Hill reported to the armored Avenger. _"There's just two things that I think you should know about."_

"And just what might that be," Tony asked in his best attempt to keep his slight irritation out of his voice while he rested one arm on top of his current armor's helmet. As he looked over his current suit, he made a mental note to either do some repairs or speed up work on the Mark IX armor first chance he had, because the current suit he was wearing took quite a heavy beating in the recent battle.

 _"For starters, our mystery HYDRA leader, Sin seems to have escaped even before you showed up there,"_ Hill replied, rather grimly. _"So while he or she is still in play, there's a chance that HYDRA could recover."_

"Did you at least discover anything about this Sin person," Tony asked, hoping that Hill had some good news in regards to the mystery, remaining HYDRA leader.

 _"Sadly, no,"_ Hill replied. _"Every time we tried asking one of the captured HYDRA troops, the soldier in question or one of his buddies slipped in a bit of cyanide before they could talk, so we eventually just gave up trying for the moment. Second matter I wanted to discuss though was the fact that it looked like some important research was destroyed, and from what I can tell, it was done using repulsor-based technology. Care to explain that?"_

"We discovered HYDRA had been looking into something that would have proven to be extremely dangerous, no matter whose hands it was in," Aelita stated as she took it upon herself to speak up in Tony's place, not that the billionaire was complaining, seeing as Aelita was actually much better at dealing with Hill than he was. "Even if it were in the hands of S.H.I.E.L.D. or the Avengers, it would've been a major threat to the world, so it made a lot of sense to destroy it. If you want to blame someone for making that decision without your consent though, you can blame me, since I was the one who made the call."

Hill just stared at Aelita through the camera on her end for a minute, until she finally asked, _"You're absolutely certain that it was that dangerous?"_

Aelita immediately nodded in reply, her expression never once changing from the confident one she held as she explained the matter to Hill just a moment ago. "I looked over a bit of the data myself after Tony forwarded an image of it to my Avengers ID card. It was definitely not something that should've been allowed to exist."

The acting director of S.H.I.E.L.D. said nothing in response to this for a minute, but eventually, she nodded in acceptance and said, _"Alright. I'll trust your judgment on that, Aelita. Thanks again for the help."_

"Any time, Maria," Aelita replied with a small smile, and with that, they closed the communication on both ends while Tony smiled at the two the entire time. If he was being perfectly honest with himself, Tony would have to say that the only thing that anyone could really attribute Maria Hill's attitude change towards the team to would be Aelita. It was no secret that the two had a small chat after the incident with Ultron, and while no one other than the two women and Ulrich knew exactly what was discussed, every one of the Avengers knew that it was definitely something that had caused something of a bond to form between the two, and that bond had inevitably allowed Hill to become a bit more open minded towards the team of heroes. Maria was still a bit touchy about the matter of costumed vigilantes, but she would no longer deny that certain heroes did do quite a bit to help out now and again.

No sooner had the video call ended that the Quinjet finally touched down in the hangar bay of Avengers Mansion, and after disembarking from their main method of transportation, the team immediately spotted Hank Pym waiting for them in a red v-neck shirt, grey pants, and a white lab coat, while holding a couple of water bottles in his hands and a smile on his face. That same smile immediately brightened up a bit when Janet broke into a bit of a run and wrapped her arms around him in a tight hug, and after sharing a short kiss with his girlfriend and handing her one of the water bottles, Hank turned to the team and said, "Great job out there guys, and from what I could tell, no serious injuries or casualties either."

"Thanks Hank," Ulrich replied after deactivating his Lyoko suit and exchanging a fist bump with his pacifist friend. "But you know it's mostly thanks to you acting as our eyes and ears from here that it went so well. Just don't start thinking that I'm gonna stop feeling like I'm back on Lyoko with Jeremy shouting down at me every time you call out to us with that kind of tactical info."

Hank just chuckled at Ulrich's comment as everyone thought back to the day when Hank told the team what he wanted to do for the Avengers from now on. After thinking over what Ulrich had talked with him about before the whole mess in Asgard, Hank decided that, while he would not be quitting the Avengers completely, he was also not going to do any more field work unless it was absolutely necessary. That was why he announced that he was hanging up the Ant-Man suit and then volunteered to act as an additional support specialist for the team in addition to J.A.R.V.I.S., which proved to be a great help to the Avengers, as Hank had proven he was able to help them in ways that the computer butler had never managed to before, and having someone who couldn't be hacked or shut down like the AI could be act as that kind of support for the team was also a big bonus. Aelita and Ulrich had often joked a bit about how much like their late friend and former Lyoko Warrior leader, Jeremy Hank had become in his new role, but it was mostly due to the fact that it was actually quite true.

Everyone had to smile a little at the small moment that the two were having, until Tony stepped in to interrupt and ask, "I'm going to change armors real quick before heading over to Four Freedoms Plaza. Hank, you want to come with?"

"No thanks," Hank politely declined, although, no one had missed the slightly desperate pleading in his voice when he said it. "I've already forwarded Reed all my latest notes in regards to our work with Ravonna, and I've got a few things I need to work on down in my lab right now that I can't leave unattended, so I'll have to pass, but give him and the rest of the Fantastic Four my regards when you see them."

Tony just shrugged in acceptance of that before turning to ask the rest of the team if any of them wanted to come with him. "I'll pass, Stark," Hawkeye immediately replied. "No offense, but I can only take but so much science speak before I end up passing out from boredom, so I'd rather stick around here and work on replenishing my supply of arrows."

Tony received similar replies from the rest of the team as well, until Wasp finally said, "I'll come with if you want, Tony. It'll give me a chance to catch up with Sue while I check on the status of Forty Two. It is my turn to do so, after all."

"Mind if I tag along, as well," Aelita asked. "I've wanted to talk a bit more with either Sue Storm or Doctor Richards since the last time we visited them. The former more so than the latter, seeing as Reed seemed like he wanted to examine me under a microscope for the majority of the time."

Janet and Tony could not help but laugh a little at Aelita's statement before nodding in agreement to let the girl come with them, and a few hours later, the three had departed for the headquarters and home of the Fantastic Four, with Tony flying off in the Iron Man Mark III, and the mansion was left to fall into a peaceful moment of quiet while the Avengers each did their own thing. The quiet did not last forever though, as almost half an hour later, the mansion's doorbell suddenly rang, and then continued ringing after no one answered it. After pausing in what he was doing to grumble a little, Hawkeye got up from his seat and went to the answer the door, only to find a pair of individuals that were decked out in large trench coats, with one wearing a large hat that hid most of his face, while the other wore a pair of dark sunglasses over his eyes, and they both had very serious looks on their faces.

"Time to settle this once and for all," the man in the sunglasses told Clint in a tone that left no room for argument.

Clint just stared at the two for a few minutes in tense silence, until he finally asked a very important question. "Is it seven o' clock already?"

"I brought the chips," the larger man in the hat stated as he held up a bag of potato chips in his large, orange, rock-like hand while his blonde friend raised a humorous eyebrow at him in response. "Let's play some cards, Avengers."

"I think they meant poker chips, buddy," the blonde commented to his friend just as Hulk and Ulrich walked into the foyer with the latter telling his large, green friend another old story from his days with the Lyoko Warriors.

The story quickly came to a halt though when Hulk saw the large man at the door and instantly narrowed his eyes in recognition as he growled, "Grimm."

A minute later, Hulk had charged and tackled the larger man in an overcoat, and another match between Hulk and the Thing had erupted on the front lawn, just as Ulrich had reached the doorway where Hawkeye and the blonde man were watching. "Yes," the blonde exclaimed as he removed his coat and sunglasses to reveal the familiar blue and black body suit worn by all the members of the Fantastic Four beneath it. "This is way better than cards. FLAME ON!"

Clint just watched in exasperation as the Human Torch flew into the fray before he finally sighed, "I should've gone with Iron Man."

"Why? So you could miss out on a chance to show up the biggest showboats on the Fantastic Four before we got to our usual poker game," Ulrich asked as he raced into the fray as well, clearly indicating that the Avengers' Poker Night with the two members of the Fantastic Four was going to be on hold for a little while longer. Ulrich may have known full well that Hulk could take Thing and Human Torch by himself, but the samurai hero never was one to let his friends face anything alone, especially if he got to have a little fun in the process.

* * *

Around the same time that Hawkeye was watching the free-for-all between Hulk, Thing, Human Torch, and Ulrich, Iron Man and the girls had just arrived on the rooftop of the Baxter Building, home of the Fantastic Four, and were immediately greeted by the loan female member of the superhero team of scientists, just as she became visible. "Sue," Wasp shouted excitedly as she ran up to hug the Invisible Woman.

"Hey Jan," Susan Storm replied just as happily when she accepted Janet's hug before turning to grant Aelita a quick hug as well. "Sorry we keep missing each other. We got stuck in Subterranea for a bit."

"That's underground right," Janet asked before scrunching up her face in disgust a minute later. "Ewe."

"And yet, it's still not as disgusting as running through the sewers to get to the factory," Aelita muttered just softly enough for only Janet and Tony to hear. This was mostly due to the fact that Aelita and Ulrich had insisted that the Avengers not tell the Fantastic Four about the fact that the twins were originally from another dimension after hearing about how obsessive Reed Richards tended to get when it came to scientific studies and discoveries. The thought of the Fantastic Four's leader learning about that fact almost always caused the two to start hearing their phones constantly ringing with calls from said scientist in their minds.

Susan just lightly rolled her eyes at her two fellow, female superheroes before turning to the Avengers leader just as he had lifted his helmet's mask. "Hi Tony," Sue said in greeting. "Reed's in his lab. He's expecting you."

"What? Mister Fantastic is in his lab ignoring you? Shocker," Tony remarked in heavy sarcasm. His tone became a little more lighthearted when he went on to add, "Why are you still hanging around with that guy when you could be with me?" That remark got him an elbow to the gut from both Aelita and Wasp, with the latter of the two quietly whimpering a little in pain since she forgot for a second that doing so would hurt her more than Tony, while Sue just smiled in an attempt to suppress her laughter at the two, and the armored hero quickly went on to stutter, "Uh, you know…as the Invisible Woman…joining the Avengers."

The three girls then just rolled their eyes in unison before Sue grabbed both Janet and Aelita's hands and said, "Tell Reed that Jan, Aelita, and I are having some girl time…assuming he notices you're there."

Tony just threw a light glare at the three women as they entered the building before following after them so that he could head for Reed's lab himself. The minute Tony arrived in the lab, he found Reed doing some work on Ravonna's condition, and after receiving a small greeting from Reed, Tony went on to tell Mister Fantastic about the whole adventure that the Avengers had in Asgard. "And so I'm explaining to Thor that Asgard is an other-dimensional realm, and not a magical fantasy land, when we detect a spike of some sort of unknown energy."

"Adjusting chronal variable to negative five-point-seven," Reed muttered before he retracted his outstretched body back into the chair the rest of him was sitting in and began typing on his computer.

Even though Tony knew that Reed was usually quite skilled at multi-tasking sometimes, he still could not help but feel like he was being ignored for the most part, which was probably just as true since Reed was known to unintentionally block out everything else around him when he was extremely focused on his work. Still, Tony continued with what he was saying, hoping that Reed was at least paying a little bit of attention as he did. "Uh…so, it turns out, that Asgard is accessible by manipulating trans-dimensional wormholes. Everything about Thor and Asgard is explainable by science, which, I've been telling everyone. Oh, and I had to forge a new suit of armor with a metal that doesn't exist in this dimension, and that you've never even seen before."

"Uh-huh," Reed nodded as he turned to another read out. "And where is that armor now?"

"It…uh…the dwarf king kept it. It was part of the deal I made with him for helping me," Tony shrugged in admittance. Reed just nodded again before he stretched himself back over to Ravonna's stasis field again, which just lead Tony to feel even more like he was being ignored, as inevitably muttered, "I should've stayed at the mansion."

* * *

What neither scientist knew was that Janet and Aelita were telling Sue about their Asgard adventure as well, while also stating that the whole thing about Thor and Asgard was magical, unknowingly going against Tony's insistent reasoning that Asgard was explainable by science and not magic. "It's true," Janet excitedly insisted. "Thor lives in a magic kingdom with a rainbow bridge, and I flew on a horse with wings!"

"I'm pretty sure that's called a Pegasus, Jan," Aelita commented to her size-changing, big-sister figure while said size-changer slid her Avengers ID card through the slot that would grant them access to the Negative Zone prison of Forty Two.

"It's full of elves, and giants, and a big magic tree," Janet carried on like Aelita had not said anything.

"Which I purged of Loki's evil influence. Not as fun as it sounds, by the way. I was exhausted afterwards," Aelita added in once again, this time getting a nod of acknowledgement from the other two.

"We're still tracking down the Masters of Evil, but otherwise, we pretty much saved the universe," Janet finally concluded just as they came into the center of Forty Two.

"I'm impressed," Sue admitted. "The Fantastic Four have put a few bad guys away in here, but we're mostly just out exploring whatever new thing Reed's found. You Avengers though, you've been busy."

"You have no idea," Aelita giggled as she and Wasp beamed with pride.

* * *

Meanwhile, the Avengers had finally started their little poker game with Thing and Torch, and it gave them the chance to tell their two guests about the same adventure that Iron Man, Wasp, and Aelita were telling the other half of the Fantastic Four about as the game went on. As they played, one could not help but look around at the team known as Earth's mightiest heroes and note how some of the Avengers had gone through a few changes in the recent months, at least in terms of appearance. Hawkeye and Black Panther had not really changed anything about their suits, but in the case of Captain America, the super soldier had given his costume a number of notable changes. It now seemed a bit more soldier-like, and while its color scheme remained the same for the most part, it had also saw the addition of some grey to the sides of his body, and white star symbols inside of red circles on either shoulder, while the wings on his mask had been removed. Admittedly, it still did not really seem all that complete without his iconic shield, but Tony had assured everyone that he was working on a way to fix that problem. Although, Ulrich was honestly surprised when Steve said that he did not want to get his old shield repaired, even though T'Challa had said that it was possible with Wakandan help, but in the end, he figured that Steve was just thinking of it as a way to lay an old friend to rest, so he eventually let the matter drop.

Speaking of Ulrich, if one were to look right then, they would see that while the male Lyoko Avenger had not changed his superhero suit in any way at all, not that he was entirely sure if he could, he had changed his casual appearance, at least in terms of what he would normally wear either in the mansion or when he went out with the Avengers for something. About a week after the adventure in Asgard, Ulrich and Aelita had both started wearing the S.H.I.E.L.D. uniforms that Coulson's team had given to them, along with a pair of indestructible visors to hide their identities whenever they went out in said uniforms as opposed to their usual suits. The visors had actually been a small something that the X-Men were happy to provide them with after they had asked about the ones that Cyclops normally wore and if it were possible for them to have a pair of their own, while the uniforms themselves had been altered a bit as well. It was nothing too major of course, seeing as the colors of the suits remained the same, but they had replaced the S.H.I.E.L.D. badge with the Avengers' logo, and had also added the same logo to the inside of the Lyoko symbols on the jackets' chests. It may not have been an extreme change to the uniforms, but it was one that made Aelita and Ulrich really feel like they were comfortable whenever they wore them, and that helped to show just how strongly they had come to feeling like they belonged here now.

The only other real change that anyone on the team had was the fact that Hulk now wore a pair of purple pants that were made of a special material that Tony had designed which would not get the slightest rip whenever he changed from Bruce Banner into the Hulk, but beyond that, nothing else had really changed about the strongest hero there is. Though he would not say that he was complaining about the fact that he did not have to worry about going shopping for new pants all the time anymore.

"So Thor stayed in Asgard, Pym here is insisting on staying behind a computer screen and out of the action, but yeah, we pretty much saved the world. You're welcome," Clint finally concluded as everyone threw in their chips for the latest bet.

"You mean, we saved the world again, along with the entire universe," Ulrich pointed out in a manner that was almost as smug as the archer's.

"Whatever," Johnny scoffed as he looked over his cards in confidence. "The Fantastic Four saved the world this morning, before breakfast."

"Did the thing you saved the world from happen to have something to do with Reed's latest discovery, or was it actually someone else's fault this time," Hank quipped in response as he grabbed a handful of chips from the nearby bowl.

Everyone other than Johnny, Thing, and Steve had to laugh at Hank's comment, including T'Challa, who gave a quiet chuckle, while the two Fantastic Four members just scowled a bit until Steve spoke up. "The rocky fellow…he's the Thing. Which one are you again, son," Cap asked Johnny, gaining a look of confusion from both Hank and Ulrich.

"Whoa, are…are you serious," Johnny exclaimed in honest shock. "How could you not know this?! I'm Johnny! Johnny Storm, the Human Torch?"

"Ah give him a break, Torch. He's like a hundred years old," Clint told his fellow blonde in an attempt to ease his distress.

"Uh, technically he's 97, not a hundred, and he should still know this already," Ulrich pointed out.

"Ulrich's right, Cap. You've met the Fantastic Four before, so you should know who's who on their team already," Hank agreed.

"I'm just making sure that I'm remembering correctly," Steve replied. "And I also wanted to mess with the kid a little."

The two regarded this with a little bit of concern for a minute, but eventually just shrugged it off and accepted that reasoning before returning their attention to the game. "I call," Clint finally said as he revealed his hand. "Ben?"

"BOO-YAH! Full house," Thing proudly announced as he revealed his hand to everyone.

Hulk was about to lunge over the table to start another fight with Thing, when Ulrich raised a hand to stop him and say, "Hold up there, big guy. Let's see if anyone's got something to beat that before you decide to smash him, okay?"

Hulk just grunted in acceptance as he folded his own hand and waited for the others to show theirs. "Four aces," T'Challa calmly announced with a hint of pride.

"Not bad, T'Challa, but not as good as this," Ulrich smirked in reply as he revealed his own hand to everyone. "Royal Flush."

"Ah…take it," Johnny groaned in defeat along with everyone else.

"With pleasure, Johnny," Ulrich smiled as he pulled the pile of poker chips over to himself.

"That's the fourth hand in a row," Clint muttered. "How're you doing it? Seriously Ulrich, what's your secret?"

Ulrich just beamed for a minute until he finally said, "I cheat." When the two massive bruisers at the table turned to throw him suspicious glares, Ulrich immediately went on to insist, "I'm kidding! Honestly, I don't know how I'm doing so well tonight. Maybe it's just my lucky night."

"Well don't expect your luck to hold out forever," Clint promised Ulrich as he collected the cards and started reshuffling once again for the next round, all while doing his best to ignore the challenging glares that Hulk and Thing were throwing each other like everyone else. In the end though, it was a futile effort, and Clint had to groan, "What is it with you two, anyway?"

"Grimm's just sore because he's never beaten me in a fight," Hulk stated with a hint of pride.

"In your dreams, Jade Jaws," Thing immediately retorted. "I've gone toe-to-toe with stuff that'd make you wet your purple pants!"

"Uh, correct me if I'm wrong, but haven't all of the fights you two have had ended in a draw or something," Ulrich cut in.

"No, there's just been no official declaration as to who won since something always seems to interrupt right when I'm about to clobber him," Thing huffed.

"You mean right when I'm about to smash you," Hulk roared.

At that point, it started to look like the two were about to start going at it once again, simply for the sake of settling that argument once and for all, until one such interruption came about, in the form of the wall being blasted in from the outside. Clint, T'Challa, and Steve were all quick to pull their masks on while Ulrich raced out to grab Clint's quiver and bow, just in time to join the others in turning to see that their attackers were a number of large, green and silver robots.

"Something tells me that the game just got called off until further notice," Hank quipped as he moved to find shelter from the battle that was clearly about to ensue.

* * *

Around the same time, Mister Fantastic had finally paused in his work when he found himself addressing someone who was not currently in the room with him or Tony at the moment, which led him to inquire as to said person's current whereabouts. "Where's Hank?"

"Back at the mansion. He said that he had something that he was working on that he couldn't leave or something," Tony stated in repeat of what he had told Reed earlier when he had walked in and greeted Reed in the first place. At that point, Tony had finally had enough of Reed's inattention and asked, "Are you really this oblivious or are you just the dumbest man on the planet?"

"Excuse me," Reed asked in an insulted tone as he stretched his neck out so that his face was nearly right in Tony's.

"Sue Storm is way out of your league, and you're messing it up by ignoring her all the time," Tony clarified, figuring that he should address one of the most important parts of this discussion as soon as possible. "But, on second thought, if things aren't working out between the two of you, maybe…"

"I can think of fourteen different ways to seal you in that armor forever," Mister Fantastic threatened as he narrowed the distance between his face and Tony's so that there was just a bare minimum distance between the two until they were invading each other's personal space. The two held each other's glares for another few minutes, until neither of them could hold it in anymore and they both burst out laughing in good humor. This was actually something of a routine between the two of them that they tended to do from time to time, and it often served as Tony's way of telling Reed that he was getting fed up with Reed's inattention to the conversation that they were having. As he calmed his laughter, Reed pulled the rest of himself over to where his head was so that he was now standing in front of Tony, and said, "Honestly, Tony, I think Susan's actually been ignoring _me_ the last few weeks. She's been very distracted lately."

That caught Tony a bit by surprise, as this was the first time he had ever heard of Susan Storm being distracted by anything other than Reed Richards, but neither of them had time to think on it, as an explosion suddenly erupted in the lab, knocking them both off their feet, and Tony's helmet off his head. When Tony came to, he quickly strapped his helmet back on, and pulled some of the rumble that had landed on top of Reed off of the stretching scientist, allowing Reed to reform his body back into its natural state. "Ravonna," Reed inquired, leading Tony to direct his armor's scanners to the woman's stasis tube.

"She's okay," Iron Man reported. "Stasis tube is intact. What happened? What was…?"

Another explosion served as Tony's answer, and the two scientist superheroes were quick to turn towards a hole in the wall that a number of robots had come charging out from, prompting Iron Man to open fire with his repulsors while Mister Fantastic took cover. One of the robots dodged his blast and then charged right at Tony, but Iron Man was quick to avoid the blow and grab the robot by wrapping his arm around its neck before he fired his free hand's repulsor right against the mechanized monster's head. After releasing the recently disabled opponent, Iron Man spun another one into the floor and used one of his jet boots to destroy it as well. Unfortunately, he was unable to stop a third one from grabbing him from behind, but he managed to shake it off by flying back into the wall and then elbowing it in the face. He finished the robot off with a repulsor blast, and then turned to engage another one, only to have Mister Fantastic wrap it in a tight hold with his arms and then disabled the machine by pulling out a number of chips from the circuit board in the back of the robot's head.

When the machine fell to the floor, Tony looked to his friend and said, "Looks like you've got a bit of a Doombot infestation."

Reed just growled a little in irritation, as it did not need to be reinforced that these robots were some of those that were built and employed by one Victor Von Doom, the Fantastic Four's long-time archenemies, and then said, "Victor must've found a way around the building defenses."

"No kidding," Tony quipped as he ran in front of Reed and activated a repulsor shield to block the weapons fire that the Doombots were now sending their way. Sadly, there was a slight problem with that strategy. "This old armor can't take much more of this. What is it with you and Doctor Doom anyway?"

"Honestly, some days I find myself asking that exact same question," Reed admitted.

* * *

Meanwhile, the girls had just returned from Forty Two and were making their way up to the lab so that they could meet up with Tony and Reed while Wasp was griping on the most recent subject of their little bit of girl talk. "Men are dumb. Don't even get me started about Hank," Janet grumbled to her two friends. "He keeps trying to quit the team."

"Until Ulrich and I find some way to convince him to stay, assuming that you don't do it in the way that only you can as his girlfriend, Jan," Aelita added in. She smirked a little at the sight of the brilliant blush Janet's face gained at her comment before she went on to say, "But you do have a point about men being dumb. I mean, I cannot tell you how many times Ulrich has now tried to save me when I had everything under control. I mean, I love him like my brother and all, and I appreciate the sentiment, but there are some days that he's more like an overprotective father than the older brother I never had."

"Well at least that's the only guy trouble you're having at the moment, Aelita," Sue pointed out with a smile. "Speaking of which, how're things between you and a certain web-head?"

This time, Aelita was the one who started blushing, but she did so with a fond smile before she said, "Things are just like one of his nicknames: amazing. Peter's really sweet, glad to listen, and he does his best to not keep anything from me unless he wants it to be a surprise or something, but he's still nervous about telling me some things involving his personal life, and if it's not that then it's about moving our relationship forward in some way."

"In other words, you two still haven't done the dirty deed yet, have you," Janet teased, getting a hearty laugh out of Sue as Aelita's face went on to off-set her hair color.

"That's not funny, Jan," Aelita snapped. She quickly cleared her throat in an attempt to calm herself down a bit before she continued, "I'm talking about other things, like me meeting his aunt, which I'm actually really nervous about. I mean, I know it's going to happen sooner or later, and he's actually been telling me about how his aunt's been begging him to introduce me to her at some point, but I'm just not sure if I'm really ready for that yet. You know?"

"Yeah, we get it," Sue assured Aelita. "But it's still good to hear that things are going so well for you two. It sounds like he's become really special to you."

Aelita's blush may have died down a little, but it did not fade away completely, even as she smiled at the thought of Peter Parker, the amazing Spider-Man, but before she could say anything, the three felt the explosion rock the Baxter Building. Just when they had shaken off any sense of disorientation, they all found themselves being attacked by a squad of Doombots, and they immediately leapt into action. Wasp was both the first and fastest to react, as she was firing her stingers left and right the minute she had shrunk down and taken to the air, but the Doombots moved a little too fast for Wasp's blasts to be able to keep up with them, and she was quickly forced to do everything she could to avoid being swat from the air like a fly. She managed to keep from getting hit for a while, until one of the Doombots fired its hand at her, and knocked her down to the floor, forcing her to return to her normal size out of reflex when she did.

The Doombots then prepared to move in on Wasp just as she was starting to rise again, but their efforts were all in vain thanks to a number of well placed blasts from Aelita, who had changed into Angel Guardian while Wasp was keeping Doctor Doom's mechanized henchmen busy, and a force field that Invisible Woman somehow managed to erect around herself and Wasp at just the last second. "You okay," Sue asked Janet.

"Yeah, I think," Wasp gasped in reply. "What are these things?"

"Doombots," Aelita replied as she continued her energy field barrage. "The 'mechanical guardians of Latveria', and Doctor Doom's first choice of henchmen. There's a whole file on them in the mansion's computer."

"Well would anything in that file explain why they're attacking us right now," Wasp asked in light retort.

"Not that I know of," Aelita replied. "Nothing I read would explain why Doom would send out his troops on an attack for no reason. Unless he's just doing it to finally destroy the Fantastic Four and Doctor Richards. I mean, he did shoot the Baxter Building into space once."

"Maybe, but he had a reason for that, and this attack has to have a reason to it as well," Sue reasoned as she strained to keep her focus strong so that the force field would stay up. "The only question is why he would attack now, especially with three Avengers in the building."

Before any of them could ponder this question any further, another squadron of Doombots suddenly rushed them with everything that the machines had, and Sue eventually found herself losing her concentration completely due to the noise and amount of force that was being forced against her shields, which came crashing down as a result of this loss of focus. After firing off one more large energy field, Aelita was quick to assume a position over both of her two fellow heroines and formed an energy shield of her own before using her creativity to create a few extra barriers around the three of them, but sadly, it did little good, and the Doombots eventually made it through every shield that Aelita managed to raise up and knocked out all three women. Just before Aelita lost consciousness, she managed to get a small glimpse of a woman with long black hair and extremely pale skin, in a silver and black outfit saying something into a communicator that was lost to the din of the world as it faded into black around her.

* * *

Meanwhile, the battle at the mansion had moved to the Avengers' front lawn, allowing the gathered heroes a bit more breathing room, and a bit more area for Hulk and Thing to tear the Doombots apart without worrying about causing further damage to the mansion. Hawkeye kept firing off EMP and electric arrows every chance he had, and true to his nature, he managed to hit every target with ease, while Captain America managed to evade most of the blasts that were sent his way thanks to his enhanced reflexes and agility, while only pausing to disable whatever Doombots he could when the opportunity presented itself, but there was no denying that the super soldier definitely needed a new shield, considering how much worse the fight would have gone for him if he were by himself at the moment. Human Torch was also able to lend a bit of help by blasting every enemy he could from the air while Sprint Samurai and Black Panther slashed apart any enemy that fell into their path. Eventually, Ulrich found he could not ignore Steve's predicament, and immediately raced over to slash through the Doombots that had surrounded Captain America.

With the immediately surrounding Doombots dealt with, Ulrich spun one of his sabers around in his hand and held it out to Steve as he said, "Care to borrow one of my sabers for a bit?"

"Thanks, but I think I'll manage," Steve politely declined, and just prove the point, Steve charged forward, and slammed a powerful combination of punches and kicks into another Doombot before tearing its head off with his bare hands. Ulrich stared at Steve for a minute, but eventually shrugged and returned to the action, just in time to see Hulk use the thing like a large club. The Hulk was about to throw the Thing into another half dozen of Doombots when the robots suddenly ceased their attack and froze where they were standing.

Seeing this, Johnny quickly descended from the air and rapped his knuckles against one Doombots head just to see if it would react. "Hey, no one's home," Johnny stated when the Doombot did nothing in response.

Everyone then turned to see Hulk dragging Thing across the ground towards another robot, as the rocky giant asked, "Are ya gonna let me go now, ya big…"

Hulk just growled angrily and slammed Thing down into the closest, immobile Doombot after everyone else moved away from it, leading Ben Grimm to just moan a little in slight wooziness and disorientation.

* * *

Iron Man and Mister Fantastic's battle had also moved to right outside the Baxter Building just minutes before the Doombots around them had also frozen in place, leading the two into a similar state of confusion as the other Avengers, which prompted Reed to take a closer look at his old enemy's robots. "Intriguing; they were shut down remotely, but why? What's Victor playing? He…Susan," Reed exclaimed, cutting off his voiced thoughts when he realized that his girlfriend was not there with them. He then tapped the Fantastic Four emblem on his suit's shirt and called out over its radio, "Susan, come in!"

When they did not receive any reply, Tony was quick to try and radio either Wasp or Aelita, having remembered that the three had been together when the attack hit. When that also failed, Tony immediately ordered, "J.A.R.V.I.S., connect me to Wasp and Angel Guardian's Avengers ID cards. Give me map and coordinates on their locations." A minute later, Tony's HUD was showing him the exact positions of his two teammates, which he immediately relayed to Reed. "They're on the move…at about 800 miles an hour. That's a little faster than either of their normal top speeds."

Any further thoughts on the whereabouts of the three heroines were put aside when the Doombots suddenly opened up and connected with one another through a series of green energy beams, which could only lead the two to one conclusion. "They're going to blow up. Man, Doom really hates you," Tony commented to Reed.

Reed just brushed the latter comment off as his mind quickly went to work on analyzing the explosives that the robots had been equipped with. "Look at the energy configuration," Reed stated once he had finished analyzing the situation. "They've formed a daisy chain to amplify the explosion. If my calculations are correct, the blast radius will encompass the Baxter Building."

"We have to evacuate everyone," Iron Man immediately stated, but he did not realize that Reed had not finished what he was saying when he did.

"Along with half of the city," Reed finished before he stretched over to the nearest Doombot-turned-bomb. "This is just a distraction though. Doom has Susan, Angel Guardian, and the Wasp. I'll deal with the Doombots. You go after them."

"Reed, I'm not going to leave you…" Tony started to argue, but Reed would not hear any of it, and so Iron Man immediately blasted off in the direction of the signals that Janet and Aelita's ID cards were sending out. It was only a matter of minutes before Iron Man managed to catch up with a Latverian stealth ship and then blasted inside after eliminating the Doombots that were flying alongside it for extra protection, but just as he had located his three friends, all of which were unconscious, the doors to another part of the ship opened to reveal a woman that Tony was all too familiar with.

"Lucia Von Bardas," Iron Man snarled in disgust as Doctor Doom's right-hand woman stepped into the light. "I warned your boss not to mess with me, lady, and now…"

Von Bardas did not even bother waiting for Iron Man to finish his threat before she changed her hands into a pair of guns and blasted him back out of the ship, and into the water bellow. When Tony resurfaced, he quickly ordered J.A.R.V.I.S. to start a system reboot for the armor, but before he could ask for the AI to connect him to Reed, he saw the massive flash of an explosion going off somewhere in the city. Fearing the worst, Iron Man immediately blasted off for the Baxter Building as soon as his systems were back online, only to find that none of the Doombots had blown up, and Reed and his home were both still in one piece.

"Huh. I was expecting a little more…mess," Tony commented as soon as he landed next to Reed.

"I disarmed the Doombots. Where's Susan," Reed asked after running up to Tony.

"They…got away, but I've got satellites tracking them," Tony replied, until he remembered why he was in such a hurry to get back in the first place. "If you disarmed these things, what was the big light show?"

"Reed, Ben and I just saved the city from exploding Doombots, no matter what the Avengers say. Isn't that right, Ben," Human Torch called out, drawing the two scientists' attention to the younger Storm sibling just as he, Hulk, Thing, and the Quinjet landed near them.

"Yeah, more or less," Thing replied, sheepishly. "The Avengers helped. A little. Well…a lot."

"If by 'a lot,' you mean we did everything," Hawkeye clarified as he and the others came out of the jet. "Panther slowed down the chain reaction, then Hulk smashed them all together, and threw them up over the city."

"Forgot to throw you with them," Hulk smirked at Thing, immediately getting a scowl from the rocky bruiser in reply.

"Wait, Avengers Mansion was attacked, too," Iron Man exclaimed.

"He knew Johnny and Ben were there, and he wanted them out of the way," Reed reasoned. "All to get to Susan, but why Wasp and Angel Guardian?"

"Whoa, whoa, slow down," Johnny interrupted, his increasing worry quickly showing on his face. "What do you mean, 'all to get to Susan'?"

"And what was that about Aelita," Ulrich demanded in a tone that just dared them to give him bad news. A dare that, unfortunately, Tony had to accept.

"Doom has both of your sisters and Wasp," Tony told Johnny and Ulrich.

"What?! Then what are you standing around for," Johnny demanded, angrily as his flames burst to life.

"Doom's got Suzy, we go get her back, and we clobber Doom while we're at it, once and for all," Ben hollered.

"Well you'll have to get there before me, because I intend to show Doom just what happens when you mess with the Lyoko Avengers," Ulrich snarled as he whipped out both of his sabers.

"It's not that simple," Tony interjected.

"Why the hell not," Thing and Ulrich both demanded.

"Iron Man is correct," T'Challa calmly stated in an attempt to calm everyone down before things got out of hand. "This is a trap. This is what Doctor Doom wants: for the Fantastic Four to come to him, on his terms. If you charge in, you will be destroyed."

"Plus, he's the dictator of a sovereign nation," Tony pointed out. "We go in, and we're the invaders. I can't see S.H.I.E.L.D. or the United States being very happy about that."

"So that's your big Avengers plan? Let Doom win," Johnny demanded, clearly showing that he was ready to barbeque Iron Man if he said yes. After all, he may not always show it, but Johnny still cared a great deal about his older sister.

Tony just smirked in reply as he gave Johnny the answer that the everyone was honestly hoping to hear. "I didn't say that."

* * *

Meanwhile, over in Castle Doom, Wasp finally regained consciousness for the second time since she was knocked out, and she was honestly hoping that she would not end up in the same state she did the last time she had woken up. With that in mind, Wasp just lay where she was for a few minutes before she finally groaned, "Okay, nobody shoot me."

"Somehow, I don't think that's likely to happen," Aelita's voice replied, leading Janet to sit up and turn to see the pinkette sitting inside of what looked like a large glass sphere a short distance away from her, and it did not escape Janet's notice that she was in the same position as Aelita. Wasp quickly scrambled to her feet and prepared to fire her stingers at her cage, until Aelita shouted, "No don't! If you try to use your powers to get out, you'll end up getting blasted right in your face. Trust me, I tried already, and all I can say is, my energy fields really hurt, assuming that I was hit with anything like what they're normally like."

Wasp immediately ceased the charging of her stingers and then turned to see Sue was still unconscious, prompting the size-changer to do all she could at the moment to rouse the Invisible Woman until she finally woke up as well. After giving Sue the same warning that Aelita had given her, Janet immediately turned to their not-so-gracious host, who was busily typing away on a variety of computers. "Hey…Hey! Doctor Doom, right," Wasp shouted at the armored ruler of Latveria. "You want to apologize to us before you get beaten up, or after?"

"Uh Jan," Aelita softly warned, but seeing Doom ignore her did not help Janet to listen to her friend's attempt at acting tough like she normally would in this situation.

"And don't think I've forgotten about you, Robot-Girl," Wasp told Von Bardas before she turned back to Doom. "I mean, seriously, do you really think you're gonna walk away from this? You think you're the only wannabe world ruler we've taken down? Here's a tip: putting on a skirt over your second-rate Iron Man armor; not helping." When Doom continued to ignore her, Wasp's anger just continued to build up as she continued, "What, you're too good to talk to me? I've zapped bad guys that…"

"Miss Van Dyne," Doom finally said in response to Wasp. "I am not some common criminal that can be distracted by your prattling. You are nothing to Doom, and your pathetic attempts to play mind games with me amount to exactly less than nothing. So please, stop embarrassing yourself."

"Uh…okay," Janet conceded, having not expected that response at all, especially since she was not really trying to play any mind games with Doom.

"Just ignore him, Jan," Aelita cut in. "The fact that he's talking to you to say that is kinda going against what he's saying. Besides, it's a little hard to take someone seriously when they refer to themselves in the third person." Doom just glanced at Aelita in silence for a minute, not acknowledging nor denying her words any further than that, and then looked back at the nearest computer before Aelita asked, "More importantly, what do you want? You wouldn't have gone to all this trouble for no reason, so why kidnap us?"

"I have exactly what I want, Angel Guardian," Doom replied, and he then pressed a control that raised a metal ring over the glass spheres that the three heroes were trapped in, instantly putting the three on edge until Von Bardas spoke up.

"Warning: there is an approaching aircraft…an Avengers Quinjet," Von Bardas reported as Wasp and Aelita pounded against the glass that was holding them.

"Eliminate them," Doom commanded, and a minute later, the three women found themselves forced to watch as Doom's defenses fired on their friends and Human Torch, who was flying alongside the jet. Thankfully, both survived the first attack, but the three women were completely surprised when their rescuers suddenly turned around and began a full retreat from Latverian airspace. That surprise quickly turned to concern when Doom suddenly turned and fired a blast of energy from his finger, which revealed a previously cloaked Iron Man the minute that it struck him. The girls breathed sighs of relief as Black Panther dropped in and dispatched Von Bardas before the robotic woman could attack Iron Man, and smiled with joy at the sight of Mister Fantastic and Sprint Samurai landing on the arms that held the spheres they were inside of as the two tried to free them through each of their own methods.

"What're these things made of, adamantium," Ulrich asked as he hacked away at the glass of the sphere that his adopted sister was trapped in with his sabers, only to find that he was not even scratching the glass.

The only answer that the samurai hero received was Doom summoning a number of large Doombots with a tap of the control on his wrist, and said robots then firing on his teammates just as Iron Man was standing up. "Okay, so much for avoiding an international incident," Tony remarked as he deflected the blasts with his armor's shields. "Avengers, assemble!"

A few minutes later, Thing came crashing through the ceiling, and down on a Doombot that had pulled Panther away from his fight against Von Bardas just in time to save the Wakandan king, all while shouting out his famous catchphrase. "It's clobberin' time!"

Thing's arrival was then followed by that of Human Torch and the rest of the Avengers, and it was not long after said arrival that Von Bardas was taken out of the fight by Black Panther, giving Hulk the chance to engage Doom directly. Surprisingly, Doom was able to defend himself very well against Hulk's attacks, and that shock quickly increased when the Latverian ruler blasted the jade giant out of his castle with a single blast of energy from both of his gauntleted hands. The sight of the Hulk being knocked aside so easily was more than enough for the other heroes to drop what they were doing, including any efforts to free the trapped heroines, and take out the Doombots as quickly as possible before turning their attention onto Doom himself.

"Doom, you can't win this," Iron Man declared as he landed among his fellow heroes along with the Hulk, who had not only managed to shake off his surprise at the power of Doom's attack, but was now also a lot more angry than usual at this point. "I'm going to give you one chance here. Surrender!"

Doom just looked at the gathered heroes, both in terms of Avengers and his long-hated enemies of the Fantastic Four, before he finally scoffed, "Doom does not surrender."

"First time for everything," Ulrich growled as he prepared to charge the armored dictator.

"Take him," Iron Man ordered, and those two words proved to be all that was necessary for the heroes to charge Doom with everything they had and more. The results were not what the heroes were hoping for at all, as Doom managed to shrug off their attacks without even trying, whether it be through letting them impact his shield, or using some other trick to redirect the attacks back at the heroes. When Ulrich and T'Challa tried to meet Doom in close combat, their efforts made little impact, as Doom somehow managed to best them as well, even when Ulrich was using his super sprint and Triplicate abilities to try and throw him off. By the time that they had all managed to regroup for another attack, Doom had simply walked across the room and seated himself on his throne.

"You are trespassing on Latverian soil. Leave, now," Doom warned the heroes. Before anyone could retort, the spheres that were holding Wasp, Angel Guardian, and Invisible Woman all opened up, letting Susan drop into Reed's outstretched arms, and Janet and Aelita spread their wings as they charged up to attack Doom.

"How about this instead: we kick your shinny, metal butt," Wasp shouted as she prepared to attack, until T'Challa and Ulrich raced into their paths.

"No, don't," Ulrich stated.

"Are you kidding me," Wasp demanded. "Samurai, I thought you, of all people would want to put the hurt on this cheap, Iron Man knock-off just for what he did to Angel!"

"Believe me, nothing would please me more than running a saber through this creep, but doing so now would not be smart," Ulrich reasoned.

"We have what we came for, yes," T'Challa asked, but it was clear that it was not a question. Still, the others all nodded in response, save for Reed, who was busy glaring at Doom.

"Why Victor? What did you even want," Reed asked his old friend-turned-enemy.

"You do not even see what is happening here," Doom replied, though whether or not he was mocking the heroes or giving them a cryptic warning, no one could really say.

"Enough! We're moving out people, but this isn't over," Iron Man stated as the team began to return to the two Quinjets that were flying right outside the castle.

"I agree," Doom accepted.

Feeling a need to blow off some steam at that point, Tony immediately turned his repulsors on the machine Doom had been holding his friends in and blew it up, before he smirked towards Victor and said, "We'll hold a cell for you, Doom. Count on it."

Doom just gave a light glare as the armored Avenger flew off after his teammates, until a sudden wind and a glowing saber at his throat drew his attention to Sprint Samurai, who was glaring at Doom with a look that could have killed an average man a thousand times over. "If you ever come after my sister again, I don't care how much diplomatic immunity you have, or what other forms of protection you hide behind, because I will not rest until you have paid the price. No one messes with the Lyoko Avengers like that without dealing with severe consequences, got it," Ulrich snarled in warning.

Doom just looked between Ulrich and the saber that was being held at his throat before he nodded, "I would not have it any other way. I can understand the value of family, and the bond you have with your sister, Sprint Samurai. You…have now earned my respect."

Ulrich said nothing in reply before he sheathed his saber and ran after the others, honestly not sure whether or not having the respect of Victor Von Doom was a good thing.

* * *

Many hours later, the two teams had returned to Avengers Mansion, and after a long examination to determine that Janet, Aelita, and Susan were all okay, they found themselves down in the Assembly Hall discussing why Doom had just let them all leave so easily. It was not like Doom to do something like that, so the confusion they all felt was very much understandable. Of course, some of them had other ideas on the matter.

"He chickened out. Doom knew he was beat," Johnny insisted with confidence. "That's what I think."

Everyone just ignored the Human Torch's overconfident remark, allowing Tony to ask Reed what the Fantastic Four's leader thought Doom had wanted. "I don't know," Reed admitted. "But I can't help but believe that whatever Doom was after, he got it."

That did not encourage anyone on either team very much, as it was extremely scary to think that Doom had succeeded despite their best efforts, but Hank was quick to break the foreboding atmosphere and help everyone to relax as he said, "Well, it's another problem for another day. Right now, I'm just glad that everyone's alright, so I say we just call it a night and turn in for now."

No one could argue with that sentiment, and so, after bidding farewell to the Fantastic Four, the Avengers all dispersed to turn in for the night, each ready to make sure that they would be well rested and ready for whatever would come next. Although, when she noticed Janet and Hank leaving together with small, barely hidden smiles on their faces, Aelita could not help but wonder just how much sleep some members of their team were going to actually be getting that night.

* * *

While Sprint Samurai had now earned his respect, the Avengers had greatly earned Doom's ire, and he was already formulating a number of plans on how to take them out once and for all one day, but at the moment, such matters were of little importance to him as he looked on at the results from the scans he had performed on Wasp, Angel Guardian, and Invisible Woman. While the scans indicated nothing out of the ordinary about the size-changer, the ones in the case of the lone female member of the Fantastic Four were a completely different story, as evidenced by the fact that the image of Susan Storm suddenly changed from that of a human female to one that depicted a woman with green skin, pointed ears, a large chin with several bumps, and strange, red and yellow eyes, confirming Doom's suspicions, and the reason for everything he had just done to be true. However, this discovery was not the most fascinating to Doom.

What really grabbed the Latverian ruler's attention were the results of the scans he had taken of Angel Guardian, as while they did not reveal the pink haired Avenger to be something that was not of this world like the ones of Susan Storm had, they did reveal something very interesting to say the least. The girl seemed to have a very unique energy signature flowing through and around her body, and the energy seemed to act as some sort of shield, from what Doom could tell, while also providing her with her suit and powers. The power levels that this energy was giving off alone was astonishing to Victor, but more than that was the fact that the energy itself was unlike anything he had ever seen or heard of before now, and that was saying something in and of itself, as there was very little that Doom had not seen or heard of in any realm of his studies, which served as all the more reason for Doom to be both excited and wary of just what it meant.

On the one hand, the knowledge of this new form of energy served as a reason for Doom to start studying and even attempting to recreate it for his own purposes, but at the same time, the fact that such power was more than likely in the hands of not one, but both Lyoko Avengers was also quite worrying, as he was not entirely sure just what would happen if they were to turn the full potential of that power onto him. Doom had already earned the ire of the Samurai of the young twins for certain, and after hearing of just how devastating the other was when angered enough, he was not all that eager to explore the option of recapturing either of the two so that he could perform a more in-depth study of the energy. Still, this was not something that Doom would ignore or allow to slip past him.

After staring at the scans for another minute, as well as the device that Stark had destroyed in his departure like an angry child, Doom tapped a control on his throne's armrest and stated, "Prepare my lab and have all of my best scientists and workers report there at once. We have much work to do."

* * *

 ** _AN: Well, there's the first chapter, and it looks like things are off to quite the start already, huh? The little moment at the beginning there, was basically just me trying to give this story a start off like the beginning of Avengers: Age of Ultron. I just really liked how they just jumped into the action right the start there, so I had to do the same with this story. I may actually do the same with some other MARVEL crossovers, so just a little heads up on that. And yeah, I threw in that whole "language" bit from Age of Ultron as well, but substituted Cap for Aelita, simply because of the reasons that were stated in the story. Also, for those of you who know who Sin is from MARVEL comics, I can neither confirm nor deny that it is the same person in this continuity, or even if they will make an official appearance later on without giving away too much information._**

 ** _Moving on, yes, the Fantastic Four are in the dark about the real origins for Aelita and Ulrich, and can you blame them for not telling them that? Also, yes, Hank is still part of the team, but is now in a support role. Basically, Hank's become backup for JARVIS, and I guess you could say he's taken on a role similar to Jeremy's role in the Lyoko Warriors. Also, the little bit about Ulrich and Aelita being really particular about research on how to hurt them will be a bit of a thing for this story. Last story, it was all about them trying to discover their place in this new world while dealing with the tragedy that had brought them here, and now that they've dealt with that, I thought it would be good to give them a new challenge to overcome, and given how Ultron, Wanda, Kang, and Loki have now all been able to actually hurt the two, despite their suits' protection, this seemed like a good idea to go with._**

 ** _Also, just a little heads-up, and the only spoiler I'm going to give for this story right now, Skrull Captain America will not be able to fool all the Avengers so easily this time around, and that little thing Doom found out at the end there concerning Aelita, that's going to come into play for a bigger role as well later on down the line._**

 ** _Well, that just about covers everything for now. Onto the Preview!..._**

 ** _She has faced a demonic artificial intelligence, hundreds of powerful monsters and supervillains, the powers of the worst among mutant kind, and even the power of a god, but now, in the next chapter, Aelita Schaeffer Stones Stern, will find herself in the greatest challenge of her life, and facing what will likely be her greatest foe to date, as well as the one danger that she fears the most. Aunt. May. Parker. Discover what will happen when the two most important women in Peter Parker, the amazing, spectacular Spider-Man's life meet, in…_** **Chapter 2: Meet the Parent, Aelita's Greatest Test Yet** ** _._**

 ** _Yeah, I know how you're all looking at me after all the buildup there, but really, I couldn't resist doing the preview like that._**

 ** _Aelita: It's not funny! I'm going to die next chapter! I'm going to totally die next chapter!_**

 ** _AN: Okay, well while Aelita has her little freak out about meeting Aunt May, because honestly, who can blame her? I mean, really that is one elderly woman that you do not mess with at all for multiple reasons..._**

 ** _Aelita: [whimper]_**

 ** _AN: Sorry...I'm gonna wrap this up now, so..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	2. Meet theParent,Aelita's GreatestTest Yet

_**AN: Hey everyone, I'm back with another chapter for Code Avengers: Cosmic, and we are...**_

 _ **Deadpool: Gonna bore you all to death with the complete and utter lack of punching and fighting this time!**_

 _ **AN: Oh my God! What do I have to do to get it through to you? For the godzillianth time, Deadpool, YOU ARE NOT WELCOME IN HERE!**_

 _ **Deadpool: And yet, I'm still here! Ooh, hey, and it looks like you've got quite some plans for this story like when you have the team go off and start to...**_

 _ **AN: DAH! SPOILER! [hits control]**_

 _ **Deadpool: Uh-oh. [gets swept away in a massive avalanche of smelly socks]**_

 _ **Hawkeye: Ewwwwe! Where'd you get those things from?**_

 _ **AN: Some are from Hulk's locker and laundry, while others I got from a certain cat-like Lyoko Warrior.**_

 _ **Ulrich: But Odd hasn't even shown up in this story.**_

 _ **AN: Uh, dude. Flashbacks.**_

 _ **Ulrich: Oh. Right. Okay, proceed.**_

 _ **AN: Well, as much as I'd hate to admit it, Deadpool was right to say that there isn't gonna be any action this time around, at least, not in the sense of crime fighting and stuff, which you probably figured out if you the preview for this chapter at the end of the previous chapter. So, I'll stop wasting your time and let you get on with this. Avengers, to the chapter!**_

 _ **I do not own anything from any of either the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story.**_

* * *

 **Chapter 2: Meet the Parent, Aelita's Greatest Test Yet**

A few days after the incident with Doctor Doom saw the Lyoko Avengers just leaving a group of criminals that they had just stopped and left for the police so that they could continue their patrol of New York City, and if they were going to be honest with themselves, it was surprisingly easy, which could only mean that they were getting really good at saving the day or that they now had extremely high expectations when it came to fighting crime after everything that had happened to them since they helped form the Avengers. "Remember when life was simple and the only things we had to worry about were just the typical day-to-day stuff that everyone else has to worry about," Aelita eventually asked Ulrich as they raced through the city.

Ulrich glanced up at his airborne, adopted sister with a small smirk that clearly said that he could not really believe that she would ask that question at all in a joking manner, and upon seeing that look, Aelita could not help but burst out laughing along with Ulrich before she finally said, "Yeah, me neither."

It really felt good to be able to just laugh about something now and again like they did not have a care in the world, and after everything that had happened to them in the past year, both of the young heroes were extremely glad that they could laugh so easily again now. Still, Ulrich could not help but notice that Aelita seemed especially relaxed as of late and he had a pretty good idea as to why. That did not mean he was not going to ask about it though, as evidenced by the fact that he eventually said to Aelita, "So, you seem to be really happy lately, Sis. Would I be wrong to assume that we have a certain web-head to thank for that?"

Aelita may not gain as much of a blush as she used to when her friends and new-found family asked her about her relationship with Peter, but she did still gain a small dusting of pink on her cheeks from time to time when she was asked such things out of the blue like Ulrich had just then. "Of course," Aelita eventually replied once she had gotten control of her blush. "Peter's a great guy both as himself and as Spider-Man. I mean, sure, we haven't been able to go out as much since he's doing everything he can to both help his aunt with bills and raise money for college, but every time he's around, I can't help but smile and feel like I could just fly off into space." When she did not hear Ulrich say anything in reply, Aelita turned to see that Ulrich was giving her a small look in reference to the last thing she had said, and she quickly stated, "You know what I mean."

"Yeah, I do," Ulrich nodded in conceit. He then just rode along on his bike for a few minutes in silence with Aelita flying above him, until he finally smirked and said, "Just make sure that if you guys really go that far that you use protection, because I don't want any nieces or nephews until well after you're married."

"ULRICH," Aelita shrieked as her blush went from a light dusting of pink to turning her entire face crimson.

"I'm just kidding," Ulrich laughed, much to Aelita's irritation. Though after a few brief seconds, he softly added, "Mostly."

Unfortunately, it did not matter how softly someone said something around Aelita, because she would still be able to hear it, like she had just then, and so, the pinkette was quick to retort, "Oh God, first Jan and now you? I mean, really, why is everyone suddenly thinking that Peter and I are going to go and do…that…all of a sudden? I mean, we haven't even said 'I love you' to each other yet."

"Whoa, hold up," Ulrich exclaimed as he briefly lost control of his Overbike for a minute when he heard that. "You guys haven't told each other that you love each other yet?"

"Well…no," Aelita sheepishly admitted, although, deep down, she was really hoping to tell Peter those three little words at some point. Sure, she and Peter had been going out for almost a year now, but they had not really said whether or not their feelings went beyond just really liking each other yet. Although, lately, Aelita would not deny that her thoughts had been drifting to her boyfriend more and more often as of late, or that she would often find herself staring at Peter for no real reason at all a lot more often until someone snapped her out of her daze, but the pinkette was still not entirely sure if she really was in love with Peter Parker, and those three little words were not something that one just casually throws out without worry. Of course, she was not going to tell that to Ulrich though, since even though he approved of her relationship with the spectacular Spider-Man, he was still a lot like an overprotective brother or father when it came to Aelita's love life, so naturally, Ulrich would be the last person that Aelita would talk to on the matter if it ever came up.

Thankfully, she managed to escape talking about the matter when her Lyoko Cell suddenly started ringing in the tune of "The Itsy-Bitsy Spider", which served as a personal ringtone that Peter had programmed into her cell to let her know that he was calling her. Ulrich just smirked a little in good humor, as Aelita had often stated that she was going to change it the minute she found something better, but the pinkette just ignored him for a minute as she answered the cell-phone-like communication device and quickly brightened up when she heard Peter's voice on the other end. Ulrich made sure that his visor was not tuned in to the frequency that the Lyoko Cells used at that point, as he did not want to hear Peter and Aelita flirting with each other over the phone, but when he saw Aelita's smile falter a little before becoming slightly nervous, he was beginning to wonder if he should have listened in after all.

When Aelita finally said goodbye and hung up, she flew along in silence for a minute, until she finally said, "I think I'm gonna head back to the mansion early today."

"Why? Is everything okay," Ulrich asked, his concern for Aelita rising more and more by the minute.

"Oh yeah, of course," Aelita insisted with a nervous smile. "I just need to go home and talk with Janet about something really important right away before I ask Tony to prepare a memorial wing for fallen heroes in the mansion."

"Wait, why would you need to ask Tony about that," Ulrich asked, his concern rising by the minute.

"Uh, no reason, aside from the fact that I'm probably going to die by the end of the week," Aelita quickly replied, and before Ulrich could say in anything in response to that, Aelita rocketed off towards Avengers Mansion with a hard flap of her wings, and was out of Ulrich's sight in a matter of seconds.

Ulrich stared at where Aelita had disappeared to for a few minutes before he eventually sighed and tapped his visor so that he could contact Wasp. Strangely, he found himself waiting for a few minutes until Janet finally answered, and when she did, it was with audio only, both on the visor and on his Avengers ID card, and the size-changing heroine sounded as though she was out of breath when she said, "What is it, Ulrich?"

"Just thought I'd let you know that Aelita's heading back early today and she might be coming to talk to you as soon as she gets there. She seemed really worried about something after getting off the phone with Peter a minute ago," Ulrich told Janet.

"Uh…okay, thanks for the heads-up," Janet hurriedly replied.

That got Ulrich's attention, and he immediately asked, "Jan, are you okay? You sound like you're out of breath."

"Yeah, yeah, everything's fine, Ulrich. Gotta go now, so bye," Janet insisted, but before she cut the line, Ulrich could have sworn he heard the sound of Hank's voice in the background, followed by a faint giggle from the Wasp.

At that point, Ulrich stopped the Overbike on the side of the road for a minute so that he could think a bit more on what had just happened with the two female members of the Avengers. His thoughts ran through a number of different possibilities, including some that he did not want to run through his head in all honesty, until he eventually just gunned the bike's engine again and said, "You know what? I don't want to know."

With that in mind, Ulrich just raced off to continue his patrol on his own, deciding that, unless it was something really big that he would not mind hearing about, he would just find out later. Of course, his solo patrol did not last long, as he eventually called up Ava Ayala, the White Tiger, to see if she wanted to lend a claw, and just so that he could spend a bit of time with his girlfriend.

* * *

The instant she had gotten inside Avengers Mansion, Aelita had deactivated her suit and started racing through the team's headquarters until she finally reached the door to Janet's room, which she rapidly knocked the minute she was within reach of it, and she did not stop lightly banging on the door until Wasp opened the door just enough to poke her head out. The size-changer seemed a bit peeved at first, but when she saw how stressed out Aelita seemed to be, and heard Aelita talking almost a mile a minute, Janet's features quickly softened and she calmly told Aelita to go down to the lounge and wait for her there. The pinkette took a deep breath and nodded in acceptance of this before turning to walk to her next destination in the mansion while Janet disappeared behind the door to her room once again. Of course, Aelita immediately quickened her pace when she heard a series of soft moans coming from Janet's room, leading her to blush a little in recognition of what that meant.

Aelita's suspicions as to what Janet had been doing in her room were later enforced when the Wasp finally joined her in the lounge almost an hour later looking rather ragged and exhausted. Janet's hair looked like it had not been combed at all, and her clothes seemed like they had just been thrown on in a hurry, while her face was an impressive shade of red as she panted in light exhaustion and walked with a ginger step. Aelita immediately gave herself a mental shake in order to clear her mind of the thoughts that were working their way into it when Janet finally sat down and asked her what was wrong, and she then proceeded to tell Janet her latest dilemma.

"Okay, so, Ulrich and I were out on patrol today, as you already know, when I got a call from Peter," Aelita began.

"Oh please tell me he didn't break up with you," Janet begged in worry.

"No, no, nothing like that," Aelita quickly reassured the slightly older woman. "Actually, it was about having dinner together later this week."

"Well that doesn't seem like something to be getting all worked up about," Janet stated.

"It is when he asked me to have dinner at his house at the end of the week…and that he would be introducing me to his aunt as well," Aelita finally revealed.

"Wait, what," Janet exclaimed in surprise.

"Peter wants me to come over to his house so that I can meet his aunt over dinner," Aelita repeated.

"Okay, I can see why you would be freaking out about this," Janet said.

"Ya think," Aelita almost shouted. "I mean, I may have gone through this before with Jeremy's parents, but this is completely different. I mean, Peter's told me all these great things about his Aunt May, including the fact that she's his only, living family, so of course I'm freaking out about this! What if she doesn't like me? What if she thinks I'm not good enough for Peter? Or…or, what if I do something completely stupid that ends up embarrassing both me and Peter and she thinks that I should never set foot in Peter's life again because of it?! Or…"

"Okay, okay, AELITA! Calm down for a minute. Breathe," Janet interrupted her friend before Aelita passed out from her panic attack. "I know this is scary, but I'm going to tell you right now that if she really doesn't like you, then something must be wrong with her. You are one of the kindest, sweetest, most caring people I know…you know, except in the case of bad guys that we beat up or Hawkeye when he makes you mad, but then again, that's Clint." Janet had to pause for a minute as the two laughed at her little attempt at humor before she continued. "My point is, there is no way that Peter's aunt won't like you, and if he's really going through with introducing you to her, then that must mean he really likes you a lot."

"Either that or she just kept pestering him to introduce me to her until Peter finally said yes," Aelita suggested, as that did seem like something that May Parker would do if the things that Peter had told Aelita about his aunt were anything to go by.

Janet had to nod in agreement of that, as she had heard a bit about Peter's aunt as well when the spider-powered young man had come to the mansion for a visit a few times in the past, but she did not let that deter her from doing her big-sister-figure duties and went on to say, "Well, regardless, you shouldn't worry. You've got a winning personality that would have anyone eating out of your hand in an instant, and by the end of the week, I'll have helped you to make sure that you have the look to go with it. Trust me, by the time we're done, we'll be guaranteed that you'll be able to show May Parker that you really care about her nephew."

Aelita had to giggle a little in response to Janet's declaration, but she was happy to hear that the famous fashion designer was willing to go to all that trouble for her. It really meant a lot to Aelita that Janet would do so much to help her with something that many would probably consider to be not all that important, but to Aelita, this was really important. As she had stated earlier, Peter's aunt was the only family that Peter had left, so it was really important to Aelita that she gave a good first impression when they finally met. There was just one thing about what Janet said that Aelita felt that she had to correct her on. "I don't just care about Peter, Jan," Aelita said. "Peter Parker means the world to me. He was there for me when I really needed someone in my life…"

"Hey, what am I and the rest of the team," Janet interrupted.

"I meant someone who was more special than being just someone who was like family," Aelita clarified. "And he's also so willing to listen and be there when I just need someone to talk to or a shoulder to cry on, other than you guys and Ulrich that is. I…I love him."

The minute she heard Aelita say those three words, Janet could not contain herself, and she immediately squealed like an excited school girl before wrapping Aelita in a tight hug that the pinkette was sure would eventually cause her to die of suffocation in a few minutes. "Oh Aelita, that's wonderful," Janet happily exclaimed. "I'm so happy that you've finally realized your feelings about this! This is really big news!"

"Janet! Can't breathe! Please let go," Aelita gasped, causing Janet to quickly release her friend from the death hug that she had been wrapped in. "Second of all, it's not like I've told him yet. I mean, I don't want to just go out and say that if he doesn't feel the same way about me."

"Okay, now I'm positive that you've gone crazy," Janet stated. "Aelita, every time I've seen you two hanging out with each other, I've noticed how he can barely ever keep his eyes off of you, and he's always looking at you with this soft, adoring look that I've only seen a guy give to a girl that he's really, honestly in love with. If he doesn't feel the same way about you, then I'll willingly quit being a superhero."

Hearing Janet say that she would willingly give up on something that she felt so strongly about if she was wrong about something was all the more reason for Aelita to believe what the Wasp was saying, and that served as just the boost Aelita needed for her confidence in regards to her date with Peter later that week, and as the confidence booster she needed in regards to her finally telling Peter that she loves him. With her confidence now at an all-time high in this regard, Aelita happily thanked Janet for her support and then agreed on a time when they would start working on a plan to make sure that Aelita was dressed to impress for her date at the Parker household later that week before Janet turned to leave the room again. Just as Janet was leaving the room though, Aelita had to get one last word in and said, "By the way, Jan, sorry that I interrupted your little…alone time with time with Hank for this."

Janet immediately froze where she was before she turned around and stuttered, "W-what are you talking about? I-I was just…I mean Hank and I weren't…Th-that is…"

"Jan, I may be nervous about meeting my boyfriend's only living family member, but I'm not stupid," Aelita interrupted. "It's pretty obvious that you and Hank have been…what did you call it the other day when we were visiting Sue? 'Doing the dirty deed?' I think."

Janet was a sputtering, stuttering mess at this point, but she eventually sighed in defeat and asked, "How did you know?"

"Well you're appearance was a pretty big clue, along with the fact that you were going to pretty great lengths to keep yourself hidden behind the door earlier," Aelita reasoned before she finally smirked a little in good humor. "Plus, you may have been quiet enough for none of the others to hear you, but you weren't being quiet enough for me to not have heard a little bit. Super hearing, remember?"

Janet's face was now bright crimson at this point, but she was able to push her embarrassment down just enough for her to lightly whimper, "Please promise you won't tell the others?"

"Why," Aelita asked. "I mean, I'm pretty sure we were all expecting it to happen sooner or later, so why would you want to keep it a secret?"

"Because we want to make sure that we really want this, and I don't want anyone to think that Hank and I are putting each other's wellbeing ahead of the rest of the team or a mission," Janet reasoned. "Plus, I'm pretty sure they would make a big deal about this, and I'd rather they not do that until after Hank and I eventually get married or something. Not that we're planning to get married yet, I'm just using that as an example. A very…wondrous example that would be a dream come true…"

"Jan," Aelita calmly called out, snapping the size-changer out of her daydream when she did. "Relax; if you don't want anyone to know, then I'll keep quiet about it. I promise, but I hope you do know that it'll come out eventually whether you want it to or not, at least to everyone on the team."

The two girls giggled once again before they finally went their separate ways, each with their set of plans for the man of their dreams running through their heads as they did.

* * *

The rest of Aelita's week was spent making sure that the pinkette was going to be ready for anything when she went to dinner at the Parker home, and the first Lyoko Warrior made sure that no expense was spared in this regard. Whether it being something as simple as making sure she had just the right amount of make-up, or even making sure she had the best outfit, Aelita made sure that she would be ready for anything, right to the point where she was even rehearsing things that she would say to May Parker as well as the answers she would give in response to the questions that Peter's aunt would likely ask her. Aelita even went as far as asking Mary Jane and Gwen for advice, which Peter's two best friends were more than happy to provide. After what seemed like nearly an eternity to some, the day finally arrived, and Aelita soon found herself standing at the front door of Peter's house, but not until after she had pestered Ulrich enough into giving her a ride over there.

From where she was standing, Aelita could see that Peter's home seemed to be quite small, and yet, the two story house somehow had a bit of a welcoming feeling to it similar to that of the Hermitage in a strange way, and as she came closer and closer to the front door, Aelita could easily detect the smell of a home cooked meal wafting out of the house, easily telling her that she was likely in for quite the treat from the food alone. After giving a small knock on the door, Aelita was soon greeted by the face of the object of her affections, and could not help but laugh a little when Peter's jaw nearly hit the floor at the sight of her. Though if one were in Peter Parker's shoes at that moment, they could not really blame him, as Aelita looked absolutely stunning tonight. Instead of her usual, casual attire that Peter had grown accustomed to seeing Aelita in, the pinkette had elected to wear a black, collared shirt that was just unbuttoned enough to be classified as a v-neck shirt, with a dark pink skirt that stopped at her knees, and dark purple socks that stopped mid-way up her lower legs, and black shoes. In all honesty, it all made Peter think that Aelita looked gorgeous.

"I hope that your stunned surprise doesn't mean that you thought I wasn't going to come," Aelita lightly joked in order to snap Peter out of his stupor.

Peter simply beamed as he waved his arm to invite Aelita in and said, "Actually, I was just wondering how I got so lucky to be dating such an amazing angel."

Aelita giggled a bit at Peter's reply in a way that Peter found to be just so cute before she said, "Thanks Peter."

The two would have continued flirting had a soft cough not caught their attention. Turning to the source, Aelita was immediately greeted with the sight of an elderly-looking woman with bright blue eyes and grey hair wearing half-moon glasses, a light yellow shirt, a dark purple coat, and black pants looking at her and Peter with a warm smile. Aelita did not need to be all that smart to know that this was Peter's dear, old aunt, but she still smiled as the woman came over while Peter introduced her. "Aelita, this is my Aunt May. Aunt May, this is my girlfriend, Aelita Stern."

"It's very nice to meet you Misses Parker," Aelita said. "Peter's told me a lot about you."

"Likewise dear," May said in a kind voice that you would expect from a woman her age. "In fact, I don't think there's been very many moments when Peter hasn't talked about you. It's almost like I know you already, but I would still like to hear about the girl who has stolen my nephew's heart from the woman herself."

"Aunt May," Peter whined, knowing that some of the things that his dear aunt was saying were meant to tease or embarrass him a little, much to Aelita's amusement.

After that small exchange and some pleasant conversation, the three were soon seated around the dinner table, enjoying the meal that Peter's aunt had worked so hard to cook. The minute she tried a bite of May Parker's cooking, Aelita instantly felt like her taste buds had erupted into a party that could only compare to the ones that Tony Stark would throw on occasion, as the food was very delicious, which Aelita made sure that May knew. Such compliments were quick to bring a bright smile to May's face, and it inevitably led into a conversation about how she would often do some cooking for various charities and had even published a few of her own cookbooks, which did not surprise Aelita in the least given how good the food tasted. Avengers Mansion may have five-star chefs on call, but at the moment, Aelita could honestly say that it was nothing like what she was enjoying right at the moment.

Peter was glad to see that the two most important women in his life seemed to be getting along so well, as he was honestly just as nervous about tonight as Aelita was, but his happiness quickly turned to embarrassment when his aunt suddenly started telling a few stories about him that he would have rather had not been told, starting with stories about the few times that he had tried to cook. "It really was quite sweet of Peter to try and cook Thanksgiving dinner that one year that I had ended up in the hospital after a little heart attack, but the state of the kitchen showed that his skills in regards to such a thing as cooking left much to be desired. He's a bright boy when it comes to all that science and math, but he's just completely hopeless in the kitchen, much like his father and Uncle Ben were."

Aelita knew that she probably should not laugh at this, but the story was so funny that she could not help it, much to Peter's utter embarrassment. "I'm sorry, Peter, but it's just so…ha…hahaha," Aelita tried to say through her chuckles. When she eventually managed to regain control himself, she felt that she should try to alleviate some of Peter's embarrassment by sharing a story of her own and said, "It actually reminds me of the first time that my brother, Ulrich tried to cook. Most boys try to do something simple that they know will be easy, but he wanted to go the extra mile and cook a traditional Japanese meal as something special for his first girlfriend."

"Oh well that sounds lovely," May cooed in reply.

"Yeah, he can be a bit of a charmer like that, but unfortunately, his charms did nothing to help him in the kitchen," Aelita giggled. "The mess that had followed was like nothing anyone had seen before at Kadic. I could've sworn that both Jim and Rosa had fainted when they saw the state of the cafeteria afterwards, although that might have been more due to the fact that Jim thought a bomb had gone off in the kitchen when we all heard something he was making explode or something, and he did used to be on a bomb squad."

"Really? Your old gym teacher was on a bomb squad," May asked.

"Yeah, he actually did a lot of different things, but when asked about them, you could always count on Jim to say that he would rather not talk about it," Aelita laughed, and Peter was soon following her in that regard, as he had heard about Jim Morales quite a bit from Aelita over the past year they had been dating, and May was soon right behind them simply because the laughter was so contagious.

When the laughter finally died down, May looked over the table and saw that most of the dishes had been finished, so she turned to the two youngsters and said, "Well, I think we're all more than ready for dessert now, wouldn't you both agree? Peter, could you run into the kitchen and get it for me. I think I put it in one of the cupboards for safe keeping."

"Sure thing Aunt May," Peter nodded, and he was soon off like lightning to fetch said dessert.

"Ah, he's such a good boy, isn't he," May sighed with pride.

"Yeah, he's the best," Aelita agreed with a loving gaze that had followed Peter's departure.

"You know, after how things ended between him and Gwen, I was a bit worried that Peter had given up on love," May admitted. "At least, until he came home one day and ended up telling me about this amazing young woman with pink hair that he had met, and I could tell that she was probably something special to him." When she saw Aelita blush a little and then nervously tuck a lock of her pink hair behind one ear, May had to smile as she continued, "And it looks like you feel the same way about him."

Aelita smiled at May and immediately replied, "I would do anything for him. He's already done a lot for me, even if he doesn't know it. Just having him in my life has really helped make it all that much better."

"Well, I'm certainly happy to hear that the girl my nephew loves cares about him just as much," May nodded in approval. After a brief silence, May had to ask, "How exactly did you two meet again? Peter has never really told me everything about the story, so I was hoping you could tell me, dear."

Aelita tensed for a moment at that question, but she quickly shook it off before May noticed and asked, "What did he tell you?"

"Oh just that you ran into each other one day while he was working," May replied casually.

"Well, it's just like he said," Aelita said. "I was out exploring the city one day, since I was still pretty new to New York at the time, and I somehow ended up in the same area that he had been when he was taking pictures of Spider-Man and Angel Guardian saving the day. We didn't really think it was that much of a big deal until we ran into each other again later that same day and ended up just talking to each other about certain topics in regards to our lives."

May regarded this information in silence for a minute before she smiled a little and said, "Dear, I know that you said you would do anything to protect him, but I can tell that you're trying to keep his secret from me just as much as he is."

Now Aelita was a bit concerned, as she had not been expecting that at all. "What do you mean, Misses Parker," Aelita asked.

"Oh sweetie, I may be old, but I'm not blind. I'm well aware of what Peter considers to be his real job, and I get the feeling that you do as well, since you're in the same line of work," May chuckled goodheartedly. When she saw that Aelita seemed to be getting a little more nervous, May went on to say, "Peter doesn't know that I know about it, but that's because I respect whatever reasons he has for not telling me and I'm willing to wait until he's ready to tell me himself, but that protectiveness he has towards me can only come from the fact that he's done so much to save so many lives out there, even when he's just swinging by someplace at random."

Aelita was about to try and think of something else to try and say that would dissuade any other thoughts May Parker probably have on the matter, but when she looked into the elder woman's eyes, Aelita could tell that the woman really did know the truth about her nephew along with the fact that Aelita knew as well, and more than that, Aelita could also see something that just made her feel really bad about trying to lie to this sweet, old woman, so in the end, she finally relented and admitted what May said she suspected by asking a simple question. "How long have you known?"

"Ever since Spider-Man saved me from that awful Doctor Octopus," May replied. "Even though I couldn't see his eyes through the lenses of his mask, I could just feel it in the way he held me as he swung me to safety that the man behind that mask was someone who knew me, and the only person that fit that idea so perfectly was my nephew, Peter. Though if I had to guess, I would say that you're one of those Avengers, aren't you?"

Aelita smiled a bit at hearing this, having honestly not expected this woman of figuring all this out on her own so easily, but then again, aside from the fact that there were not really that many people with natural pink hair in the world, she supposed that it only made sense for Peter's only living family member to be able to figure out that her nephew was Spider-Man. With that in mind, Aelita had no problem saying, "You're right about that. I'm Angel Guardian of the Avengers, and I did meet your nephew through sheer coincidence like I said, but it was actually because he helped me defeat some of his old enemies one day after saving me from them."

May smiled brightly at hearing this, and she immediately said, "Have I mentioned that out of all the Avengers, you and Wasp are my personal favorites. I know that most people are extremely fond of Captain America or Iron Man, much like Peter, or even your brother Dash Ninja…"

"Uh, it's Sprint Samurai, actually," Aelita corrected.

"Oh, I'm sorry," May quickly apologized.

"It's alright. A lot of people seem to have trouble remembering that."

"Anyways, while all that may be true, I've always felt that it's the women who keep those boys in line and make sure that they don't go overboard from time to time," May stated.

Aelita had to laugh a little before she said, "You haven't seen Wasp or me when we're angry. Even the Hulk is a bit scared of it sometimes."

Both women had to laugh a little, while Aelita silently wondered what was taking Peter so long to find that dessert until May said, "I suppose I should also say that I'm glad Peter has someone like you watching out for him when he's out there, but it would mean the world to me if you promised me that Peter doesn't get hurt when he's doing what he does. The poor boy has already been hurt so much in his life already, and I would hate for him to suffer anymore than he already has."

It may not have been obvious to most people, but Aelita was able to pick up the subtle hint of a slight threat in May's voice when she said that, indicating that May wanted to make sure that Aelita was not anymore responsible for hurting Peter than something else was. Still, that did not deter her in the slightest, and she confidently replied, "I would never let that happen if I could help it. You have my word, Misses Parker."

"Thank you, dear, and please, just call me May," Peter's aunt insisted, and it was at that moment that Peter finally returned with the dessert in hand, and if appearances were anything to go by, Aelita could tell that dessert was likely to be just as good as the main course had been.

* * *

A few hours later into the night, May had decided to go to bed early while leaving Peter and Aelita to have a little time to themselves before Aelita departed for home after they had cleaned up all the dishes from dinner, and in that time, Aelita was happy to find that she was sitting next to Peter on the Parker family couch as she rested her head on Peter's shoulder while one of Peter's arms was wrapped around her in a loving embrace that just made Aelita's heart soar while her mind felt completely at ease. After spending a few minutes just sitting in silence while watching some random Sci-Fi movie they had found on TV, Aelita finally broke the silence and said, "Your aunt really is an amazing person, Peter."

"Yeah, she's the best," Peter agreed. "Well, not counting you of course."

Aelita laughed a little at Peter's compliment, until she finally asked, "Have you ever thought about telling her you're Spider-Man?"

Peter hesitated for a minute, softly brushing his fingers through Aelita's hair as he thought about his answer, until he finally replied, "Almost all the time, but after all that's happened with us…I'm just not sure if she would be able to handle it."

Aelita nodded against Peter's shoulder at this, as she could understand why Peter would be so hesitant to tell his aunt about his secret identity, which was a bit ironic since she just found out that May already knew without him telling her. With that knowledge in mind, Aelita had to say, "Well, from what I've seen and heard from her tonight, she seems to be a bit stronger than you give her credit for. Maybe knowing your secret would be better for her than you realize. I honestly think you should tell her."

Peter regarded the wonderful woman that was nestled up against him for a minute, letting her words run through his head as he did, and after a minute, he could not deny that maybe Aelita was right. There was only so much he could do to keep his secret from Aunt May at this point and after all that had happened in her life since he became Spider-Man and they lost Uncle Ben, maybe it would be better for his aunt to know about who he truly was. Still, that would mean that he would have to tell her who Aelita really was, and he was not willing to risk his girlfriend's secret identity by revealing his own, so he could not help himself when he asked, "What about you? Telling Aunt May would kind of announce that you're one of the Avengers, so would you be okay with that?"

"Peter, I would support whatever decision you make if you think its right, but I really do believe that it would be good to tell your aunt who you really are and who I am," Aelita insisted.

Peter immediately smiled when he heard that, and kissed the top of Aelita's head as he said, "Then I guess I'll have something important to tell her first thing in the morning."

Aelita smiled when she heard this, as she knew that Peter was making the right decision in doing this, and she soon found herself snuggling a little closer into Peter's body a minute later as another matter came to her mind, something that she knew that she had to tell Peter as soon as possible before she lost her mind from holding it in. With her goal in mind, Aelita lifted her head a little to face Peter properly, only to speak at the exact same moment that Peter was about to say something. The two chuckled a bit at each other until Peter finally said, "Ladies first."

She had to take another minute to compose herself, but once she had done so, Aelita gazed right into Peter's stunning brown eyes and said, "Almost a year ago, I honestly didn't know what to think. I was a stranger in a completely different world hoping to start over after a huge tragedy had came into my life, and while Ulrich and the Avengers were a big part in helping me to move on from it, there was one other thing that really made all the difference. Peter, you've given me something that no one else could, and you helped me to really move on in ways that none of my other friends and family could either. Having you in my life is something that I would never, ever want to replace, and I would give up everything if it meant that I could be with you for even a minute."

"I know what you mean," Peter admitted. "Having you in my life is something that just can't compare to anything else. Not even when I was in a relationship with Gwen, my first real love, because you…you mean so much more to me, Aelita, and I would never want anything to happen to you. Hearing you say that you care so much about me…well, there's really nothing better that you could say to me."

"Actually, there is one thing, and I can say it with absolute certainty," Aelita argued, and she then paused for a minute before her voice became a bit softer as she finally said those few simple words to her boyfriend. "Peter, I love you."

Peter's eyes immediately widened a bit when he heard that, but that shocked look immediately transformed into a tender, loving one as he pulled Aelita closer to him and said, "I love you too, Aelita."

An instant later, the two's lips had met in a loving, passionate kiss that communicated every last ounce of feeling that they held for one another, and with every simple action they made to deepen the kiss, from Peter wrapping his arms around Aelita's body while Aelita wrapped hers around Peter's neck, to the moment when Peter's tongue eventually found its way into Aelita's mouth as hers did with his, they could only feel the passion and love they felt for each other radiating more and more until they finally had to break apart for air again. Though neither of them had wanted it to end, they both still had brilliant smiles on their faces as a result of it.

"Would you…mind staying over tonight," Peter eventually asked. When he saw Aelita's face turn crimson Peter immediately realized what she was thinking and quickly explained, "I-I don't mean like that! I just meant that I want you to be here when I told Aunt May my secret and the fact that we told each other how we feel, and I figured you wouldn't want to come back out here again so early in the morning. I can just sleep down here on the couch while you sleep in my room or something, so…"

Aelita could only smile at Peter's stuttering before she finally silenced him by placing a finger to his lips and whispered, "Relax, Peter. I know what you meant, and I'd be happy to stay over for the night. But…I'd rather not kick you out of your room, and we don't have to go that far if you don't want to. But if we do end up doing that, can you do me a small favor?"

"What," Peter hesitantly asked.

"Promise me you'll be gentle, because…it would be my first time," Aelita whispered in a seductive tone that one would not normally expect from her as a loving smile crossed her face.

Peter smiled a bit when he saw the look Aelita had when she said that, and an instant later, the two were starting another heated make-out session that eventually led Peter to lift Aelita up off the couch and into his arms as he carried her upstairs, her hands running across his back as he went while he made sure to not hold her too tightly as he carried her up. Somewhere in the back of their minds, both of the young heroes could just tell that they were not going to get much sleep that night.

* * *

The following morning at Avengers Mansion saw Ulrich heatedly pacing around the room, as Aelita had not come home from her date at the Parkers' house or even called. A million thoughts were running through his mind as to the reason why his adopted sister had not come home yet, and none of them were good in his opinion or in general, after all, even without supervillains, New York was a dangerous place at night, and there was also no telling what would happen if Aelita was ever alone with Peter at her boyfriend's house for too long. Not that he did not trust the two to not do anything, but he was just too protective of Aelita for his own good sometimes.

"Would you relax," Clint lightly snapped after watching him pacing around the room for at least the tenth time that day at least. "If this were any other house, I'd tell you that you're gonna wear a hole in the floor with all that pacing. Besides, I'm sure Aelita's perfectly fine. She probably just stayed so late at Parker's house that she ended up staying the night or something."

"That's one of the things I'm most worried about," Ulrich retorted as his eyes narrowed dangerously.

"Whoa! Easy Ulrich," Tony cut in before the young samurai hero tried to tear Clint apart. "I'm sure he just meant that she spent the night there in a literal sense, not that she and Peter had sex or something, right Clint?"

"Yeah of course," Clint reassured Ulrich. "Trust me, the latter was the last thing I was thinking that Aelita did. I mean, she's way to innocent and sweet to go and do something like that so soon, even she and Peter have been dating for a year."

"Clint, not helping," Janet whispered as she elbowed the archer in his side, all the while Ulrich's pacing had only ended up becoming more frantic.

All attention was soon averted from the frantic samurai to the entrance when they heard the door open, and they all looked in stunned silence to see Aelita walk in with slightly disheveled hair and clothes and a dreamy smile on her face as she not only glowed, but radiated with a great intensity. Ulrich was immediately in front of her with a slightly stern expression on his face as he asked, "Where have you been? I've been worried sick about you!"

Aelita's smile became a little sheepish at that point when she replied, "Sorry, guess I forgot to call. I actually just spent the night wi…I mean, at Peter's. He decided to tell his aunt that he was Spider-Man and wanted me to be there when he did, so we figured that it would be better for me to sleep over so that I wouldn't have to make too many trips to his house in less than twenty four hours."

Ulrich may not have caught Aelita's near slip up, but Janet and Tony sure had, and they were both smirking broadly at how the young girl had gone and grown into a woman on them. Clint was just as clueless as Ulrich on the matter though, but Ulrich quickly figured out what had really happened when Aelita left the room with at a very ginger pace, and his face immediately turned red with fury as he started off after the pinkette. "Aelita, you better tell me that you did not do what I think you did," Ulrich shouted.

"Uh…sorry, can't talk now. I've got to get a fresh change of clothes and a shower before I do anything else, so talk later," Aelita hurriedly called back as she quickened her pace.

"Aelita Schaeffer Stern, I swear, when I get my hands on you, you are so grounded, do you hear me? And don't think that I won't be having a word with that wall-crawling, sticky-fingered, boyfriend of yours young lady," Ulrich continued to shout.

"I'd actually be worried if it weren't for the fact that I'm too old to be grounded now, and that you would have to get past me before you hurt a hair on Peter's head, Ulrich," Aelita snapped back.

At that point, Tony and Janet could not help but burst out laughing while Clint just looked between them and the adoptive siblings in confusion for another few minutes until it finally clicked for him. "Well, I'll be damned. She actually did it," Clint whispered. "And I guess that means I owe Torch some money."

"Wait, you were betting on Aelita's love life," Janet snapped at the archer in an indignant tone.

"No, I was betting on hers and Ulrich's love lives," Clint replied.

"Well why didn't you tell me? I would so want a piece of that action," Tony asked.

"Okay, on a more important note, do you think we should have a talk with Aelita later," Janet asked.

"What do you mean," Clint questioned in reply.

"You know what I mean."

At that point, both of Janet's teammates' eyes widened in slight horror before Tony insisted, "Oh no! I am _not_ having that conversation with her, thank you very much."

"Yeah, same here," Clint agreed. "That was bad enough when I had to be on the receiving end of it. There's no way I'm going to have _the talk_ with Aelita, and nothing you can do can make me."

Janet was about to argue with the two, but after a minute, she finally said, "Yeah, you're both probably right. I mean, I'm sure she's already been through that once already in her life, so there's no need to expose her to it again right? After all, once is enough."

The three Avengers nodded in agreement on the matter, and if anyone had seen such a thing, they would know that even Earth's mightiest heroes did not want to have certain conversations with some people, no matter how close they were to those people.

* * *

 ** _AN: Well, that's that. I hope none of you were hoping that I would've shown at some of those points where it faded to black, because that's never gonna happen. For one thing, this story is rated "T" for a reason, so I'm not going to go into detail as to what some of our favorite couples in this story were doing in their...private time, but I doubt it really takes that much for you to figure it out._**

 ** _Wasp: I cannot believe you had me and Hank have sex though! I mean, not that there's anything wrong with that, but doesn't that seem like it's a little too soon or something?  
_**

 ** _Iron Man: Jan, we've all watched you and Hank skate around the details of your relationship forever, and considering where we left you two off at the end of the last story, can you really say that it's a surprise that you guys would do that?_**

 ** _Hawkeye: Wow, Tony Stark talking about relationship stuff like he's an expert on real romance and not the billionaire playboy variety._**

 ** _Iron Man: Okay, now that's just mean. By the way, I noticed last chapter you did a little intro thing kinda like our theme song, "Fight As One" at the beginning. Why didn't you do that this time?_**

 ** _AN: Excellent question. The main reason is because I want to refrain from doing that little intro too much unless there's some serious change. Meaning, an addition to the Avengers' roster of members, so you can expect to see that again after we get to the point where Ms. Marvel joins the Avengers._**

 ** _Wasp: And you just want to avoid people getting annoyed by reading something like that all the time, in every chapter of this story, right?_**

 ** _AN: Pretty much, yeah, except in the case of the disclaimer. That I actually need to put in. Moving on now, I've read a number of fanfics on this site in which Peter introduces his girlfriend in that particular story to Aunt May, and I like to think my own interpretation of that in this case lives up to the level that had been set. I know some of you might think I'm rushing Aelita and Peter's relationship along a bit, but I would have to disagree. As you have no doubt noticed by now, I have implied that a little over a year has past since the start of the first story, which means that Aelita and Peter have been going out for just as long now, along with the fact that Peter's now finished High School as well. I know that some people like the high school Peter Parker and all, but me, I could really go either way, and this just seemed to be a very reasonable middle ground._**

 ** _Getting back on topic though, I've seen a large number of different interpretations when it comes to May Parker, including at least one or two where she was able to figure out her nephew's secret identity on her own. In all honesty, considering how often we've seen that woman do something that we wouldn't suspect her of doing, like trying to fight off Doc Ock, or standing up to the Sinister Six without a hint of fear, or even calling out Jameson like he's a child, I'm honestly surprised that she didn't figure out that Peter is Spider-Man on her own a bit sooner. Like it was stated earlier, May Parker may be old, but she is not blind, nor is she stupid._**

 ** _In all honesty, originally, I wasn't going to throw that last bit between Aelita and Peter in; I was just going to have them say "I love you" and leave it so that they just ended up falling asleep in each other's arms, but somehow, it just seemed to head in that direction after a while, and looking back now, I can't help but feel that this would be a bit more...satisfying, for lack of a better word._**

 ** _Well, I think that covers everything, so stop reading all this and move Onto the Preview for the next chapter..._**

 ** _With their leader now behind bars, the remnants of A.I.M. are now willing to go to any lengths to bring down the Avengers and regain the strength they had lost, and in order to do so, they have unleashed the monstrosity known as Technovore inside of Stark Tower. Caught without his armor, Tony must depend on assistance from Maria Hill as he fights his way through his own building to reach his armory and the rest of the Avengers while doing his best to evade the technological monstrosity that will devour both him and his company from the inside out. Can the Avengers hold their own against A.I.M.'s latest ploy, or will Tony become Technovore's next meal? Find out next time in…_** **Chapter 3: Alone Against A.I.M.**

 ** _Aelita: Hey, have any of you guys seen Ulrich or Peter anywhere?_**

 ** _Wasp: Why, you hoping for another round with your Spider-Man?_**

 ** _Aelita: [blushing like mad] Not funny, Jan! Seriously, I can't find them anywhere._**

 ** _AN: What're you talking about? Ulrich's right...Huh? That's weird. He was just here a minute ago._**

 ** _Spider-Man: HEEEEEEEEEEEELP! HE'S GOING TO KILL ME!_**

 ** _Ulrich: GET BACK HERE, PARKER!_**

 ** _Aelita: Um, we should probably go after them before Ulrich really does kill Peter._**

 ** _AN: Ya think? Oh, but first things first..._**

 ** _Please read and review (Don't worry, I'll see it in my e-mail even if it doesn't show up on here like it did for the last chapter for some weird reason), and I'll see ya next time, fellow true believers!_**

 ** _Seriously, someone stop those two before we have to put this story on an early pause._**


	3. Alone Against AIM

_**AN: Hey guys, I'm back with more of Code Avengers: Cosmic, and we're rolling back onto the adventures that had happened originally in EMH once again, and if you know the series like I do, then you know that this chapter's got a lot of first times in it for the Avengers, but what you don't know, is that there will be one other first time thing happening here as well.**_

 _ **Deadpool: Why can't you just let them read the thing? I mean, seriously, doesn't it get boring saying all this crap all the time? Well, maybe not in the case of stuff that you type for me to say, because lets face it, I wouldn't say it if you didn't type it.**_

 _ **AN:...Oh my god it's the Apocalypse. Deadpool actually said something that wasn't crazy.**_

 _ **Deadpool: HEY! I say non-crazy things all the time! Like how I totally banged Rogue, Domino, Black Widow, and She-Hulk once. Seriously, why does everyone assume I'm crazy just because I say crazy things.**_

 _ **AN: And we're back to square one, which oddly enough, feels a bit more normal with you. Of course, that begs the question of HOW DID YOU GET IN THIS TIME?! And DON'T say you bribed someone, because every security guard I have against you can NOT be bought!**_

 _ **Deadpool: Well, actually, I didn't bribe somebody. I got some help from my new BCFFOUWKEO.**_

 _ **AN: Huh?**_

 _ **Deadpool: Best crazy friend forever or until one we kill each other, duh. You need to get out more. Actually, on second thought, since you won't get any of these things done if you do, stay in and keep writing. DON'T GET A LIFE AND LEAVE US HANGING.**_

 _ **Joker: Oh come now Wadie, what's life without a few laughs. After all, it's done wonders for me. HAHAHAHAHA!**_

 _ **AN: Oh my God. I knew letting those two in a room together was a bad idea. Well, only one thing to do now. SECURITY! [Aelita and Wolverine jump into action]**_

 _ **Deadpool: Uh-oh. RUN J, RUN!**_

 _ **Joker: Oh please. Like I'm afraid of some little, pink haired girl and that small, stinky fellow. [Gets blasted by a powerful energy field barrage by Aelita as Wolverine unsheathes his claws and snarls at him] On second thought, RUN WADES, RUN!**_

 _ **[Both psychopaths flee in terror from the two heroes]**_

 _ **AN: Well, while Aelita and Logan are dealing with those two nut cases, Avengers, to the freaking chapter!**_

 _ **I do not own anything from any of either the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story.**_

* * *

 **Chapter 3: Alone Against A.I.M.**

Twilight had settled over the great city of New York, and like always, the city was staying true to its nickname as the city that never sleeps, for while some had already returned home or were now returning home from a hard day's work, others were continuing to press on with whatever business they had at the moment. One such example would be in the form of the current occupants of Stark Tower, in which Tony Stark was having a meeting with Stark Industries' board of directors. Of course, the company owner was busy fiddling away with a device that was sitting on the table directly in front of him, clearly not paying attention to the meeting itself, but the board members either did not really notice or just thought that the business matters would grab Tony's attention at some point.

"As you know, we experienced an eighty percent drop in the value of Stark Industries stock after you announced the closure of the company's weapons-making operations," one of the board members reported to Tony.

"Uh-huh," Tony nodded absent-mindedly as he picked up another tool from the small tool kit next to him and continued to fiddling with the bracelet-like device.

"And, um," the man attempted to continue, having been put a little off by Tony's response. "While we've been focusing on our aerospace and medical technology divisions, our revenue streams are still…"

"Uh-huh," Tony said again, getting every board member's attention directed to him, and allowing them to all see that Tony had not even glanced up from the device he was working on.

"Mister Stark, are you even paying attention," another board member asked.

"No. I'm paying attention to this," Tony said as he finally finished fiddling with the bracelet-device and strapped it onto his wrist before tapping a blue button on the device. An instant later, what seemed to be a transparent, holographic image of Captain America's shield materialized from the bracelet, revealing that the device was actually what Tony had been working on for Captain America. In truth, the device was a generator for a photonic shield, which Tony had designed to be able to withstand anything that it was thrown against, and Tony was certain that the device would be just what Cap needed to get back to full fighting capabilities. "Eh? Nice, right," Tony asked the board members excitedly, and he then brought the photonic shield in front of him like he was preparing to block something. "Okay, someone throw something at me. Anyone. Come on, who's got a pen?"

In all honesty, the board members were actually very tempted to throw something at Tony right at that moment, company boss and owner or not, but they were honestly a bit nervous about whether or not the shield would actually work like it was supposed to and that they would inevitably lose their jobs afterwards. Thankfully, any ideas of throwing something at the company's inattentive boss were squashed when Pepper came into the room and said, "Excuse me, Mister Stark. Your seven o'clock appointment is here."

"Pepper, throw your shoes at me," Tony excitedly called out, clearly still more enthusiastic about the fact that he had finally finished working on the shield.

"No," Pepper groaned as the board members left the room, each throwing their boss an annoyed look as they did which did not go unnoticed by Tony's secretary and girlfriend. "Tony, you need to take these meetings seriously. The board is voicing a lot of concerns, concerns about how much time you're spending with the Avengers."

"Really? So they're concerned that I've helped save the world, like what, seven times now," Tony asked as he deactivated the shield, clearly indicating that he was a bit annoyed at hearing such a thing.

As much as Pepper believed that Tony had done a lot of good as Iron Man and with the Avengers, she still had to be the one to tell Tony this fact, and said, "They're not wrong, Tony. You've barely been at the office since the whole Iron Man thing started, and once you formed the Avengers, even less. Not to mention that you're paying for the Avengers out of your own pocket. If Stark Industries fails, they will too."

"What do you want me to do, Pepper," Tony asked, sarcastically, as he honestly was not sure what the redhead was hoping to hear from him. It was not like Tony was not aware of this, but the fact that he was not really cut out for the day-to-day grind of running a company was glaringly obvious to him, at least in his opinion. Still, the company was his father's legacy and life, and Tony was not about to let it fall if he could help it in any way that he could.

"Your life has become Iron Man 24/7," Pepper told Tony.

"That is not true," Tony immediately argued. "I'm in the office now, right? No Iron Man, no Avengers."

Tony's argument was quickly interrupted when his Avengers ID card started beeping. Grinning sheepishly at Pepper and the sly look she was starting to gain, Tony quickly pulled out the ID card and opened its communication channel to see Captain America's face appear on the screen. _"Tony, we're ready to move the remaining armor from your Armory to the mansion,"_ Steve reported from several floors below them.

"I'll, uh, be right there guys," Tony hesitantly replied before cutting the line and stuffing the card back in his pocket.

"Are there Avengers in the building right now, moving suits of Iron Man armor," Pepper asked slyly, knowing that she had just caught Tony red-handed. "Is that what you mean by 'no Iron Man, no Avengers?'"

"Look, I'm moving the armor to protect Stark Industries," Tony quickly insisted, having already anticipated this conversation. "The armor makes SI a target. Look what happened with Ultron and Wonder Man. I'm not gonna put my people at risk anymore, especially you."

Admittedly, Pepper thought it was rather smart of Tony to think like that, but it still did not change the facts as she and the board were seeing them, the latter more so than the former, so as much as she wanted to give Tony a little praise for moving the armors to Avengers Mansion, Pepper still had to tell her boss, "I'm only delivering the concerns of the board."

"Tell me, do you think they're right," Tony asked, knowing that Pepper was likely to support him over the board any day of the week.

"It doesn't matter what I think, but your seven o'clock appointment's opinion holds more weight than mine," Pepper immediately replied, effectively dodging the question.

Hearing his girlfriend say that quickly put Tony a bit on edge, and so he had to ask, "Wait, who's the appointment?"

* * *

"You're late," a very cross-looking Maria Hill told Tony as he walked into his main office with a small smile on his face, and a quick glance to the side showed Tony that she was not alone in the room either. Surprisingly, Ulrich was there as well, decked out in his new outfit that he often wore when he was around the Avengers and did not want to constantly be in his Sprint Samurai suit. The visor he normally wore now was missing, but Tony knew that Ulrich and Aelita always kept said eyewear on them at all times in case they needed to jump into action at a moment's notice.

"Hi Maria," Tony chuckled in greeting before turning his attention to the room's other occupant. "And what're you doing up here, Ulrich? I thought you were helping Cap, Panther, and Rhodey move the armors to the mansion."

"I was until Maria showed up, and I figured that I'd be a gentleman and show her up to your office so that she wouldn't have to wait for you alone," Ulrich replied smoothly.

"Uh-huh," Tony nodded in disbelief. "Rhodey wasn't letting you use your super sprint to move any of the other armors, was he?"

"Shut up," Ulrich retorted. In all honesty, that actually was the case, as Ulrich had moved a number of the suits to the mansion that way, thinking it would save some time, but after taking one suit out of the tower before it was completely secured in its case, Rhodey freaked out and told Ulrich to stop doing that, so Ulrich quickly began to feel like the process was taking a lot longer than it should have been.

Smirking a little at the young man's scowling visage, Tony brought his attention back to the person who actually had an appointment to see him and asked, "So what can I do for the acting director of S.H.I.E.L.D?"

"I need Iron Man and the Avengers to join S.H.I.E.L.D.," Maria immediately replied, quickly telling both Avengers what this meeting was more than likely about.

"This song and dance again," Tony grumbled before he moved to look out over the city from his large window. Silence permeated the room for a bit as Ulrich moved to lean again a nearby wall while Maria did the same against Tony's desk, until Tony finally asked, "What would be the point of registering? Pretty much everybody knows our identities…well, maybe not T'Challa, Ulrich, and Aelita, but S.H.I.E.L.D. knows, and if we did work for S.H.I.E.L.D., what then? We'd save the world and then punch a timecard? What if I save someone crossing the street, out of my armor? Does every good Samaritan have to register?"

"Don't give me that," Maria snapped. "Good Samaritans don't save little old ladies, wearing nuclear-powered battle suits."

"It's not nuclear," Tony and Ulrich both corrected at the same time.

Maria breathed a short, silent sigh before she continued on with what she had been saying before. "I need the Avengers as an example. More and more superheroes are popping up. The Fantastic Four are public, but others like Spider-Man, or the X-Men, or even that guy over in Hell's Kitchen aren't. There has to be accountability. There are laws, and it's my job to enforce them. If Iron Man steps forward and supports this, the others will fall in line."

"You do know that you make it sound like you're trying to coral a bunch of disobedient soldiers that are about to stand before the firing squad when you say it like that, right," Ulrich asked in response to that, while doing a very impressive job at keeping his emotions in check when he heard Spider-Man's name being mentioned. Ever since he found out that Aelita and Peter had slept together, the samurai hero had been doing everything he could to keep himself from charging off after the wall-crawler and tearing Parker apart, but there were times that it was more of a challenge for him. Thankfully, the threat of facing a very angry Aelita was usually enough to keep him calm enough from doing so.

Admittedly, it had not been Maria's intention to make sound like Ulrich said she had, and she was smart to look a little sheepish after hearing Ulrich say that, not that either Tony or Ulrich noticed. Maria really had come here hoping that she could peacefully convince the Avengers' leader that it would be for the best that the team register and join S.H.I.E.L.D., but so far, it looked like she was doing a very bad job of it, and with that thought in mind, she could somehow hear Aelita scolding her like the pinkette had after that whole fiasco involving HYDRA and A.I.M. a few months ago. She was brought out of her musings on the matter when Tony suddenly asked, "And if I refuse?"

"One day, you'll fail, and people will be hurt," Maria cautioned Tony. "And on that day, S.H.I.E.L.D. will come after all of you, whether we want to or not."

"Okay, that's it," Ulrich cut in once more as he quickly strode over to where the two were about to start exchanging glares. "I know for a fact that you've been warming up a little more to us not working for S.H.I.E.L.D. after that little talk you had with Aelita, so I'd bet both of my sabers that you're not really all that up to making these threats. What's really going on, Hill?"

Maria did not say anything for a minute, but eventually, she had to sigh in defeat and said, "Honestly, I am beginning to see why Fury thought it was better to not have the Avengers join S.H.I.E.L.D., because after looking over some of your past missions and adventures, I'm willing to admit that you've done a lot more good than you would've been able to do as S.H.I.E.L.D. agents, but other parties don't see it that way. The World Security Council being one of those parties, and they are getting extremely close to dragging you all into custody if it means getting the Avengers to sign on with us. I doubt after hearing that I need to tell you that they're even less supportive of the Avengers than I am or ever was early on in the time that your team had been around, but I'm telling you right now, that they will either force me to bring you all in or have someone else do it if there's even a chance I refuse if the worst does come to worst. That's why I'm saying that I don't _want_ the Avengers to join S.H.I.E.L.D., I _need_ you to, otherwise, I don't think there would be anything I could do to keep the council from sending S.H.I.E.L.D. after you."

Tony and Ulrich could both understand where Maria was coming from, but it still did not change the facts as they stood. Since the Avengers were not part of S.H.I.E.L.D. or aligned to any official government, they had a bit more freedom to do what they did in protecting the world with the occasional exception, such as the incident in Latveria when Doom kidnapped Wasp, Aelita, and Invisible Woman, and even though S.H.I.E.L.D. was a global peacekeeping organization, it still meant that joining the agency would tie the Avengers' hands a lot more than necessary when it mattered most in regards to keeping the world safe. They could see both sides of the argument, but that did not make it any easier to admit that all three of them were backed into a corner in regards to this.

Before the discussion could go any further though, the room's lights suddenly flickered and shut off, and the doors all slammed shut. "This World Council group isn't coming after us right now, by any chance, is it," Tony quipped in a failed attempt to alleviate some of the worry that they were all quickly beginning to develop.

* * *

Pepper had just been making a few rounds about the building when all power suddenly went, and naturally, she had immediately tried to contact Tony with no success whatsoever. Once she had established that any communications within Stark Industries were being jammed, whether it be among the people inside the building or a message that was supposed to get out, Pepper quickly started running through the building to make sure everyone was safe, only to freeze in slight terror when the elevator doors opened and revealed a number of A.I.M. troopers pouring out. Before she could make any attempt to get away and somehow warn Tony or one of the other Avengers that were currently in the building, Pepper felt her arm being roughly grabbed by an A.I.M. trooper that was clearly the leader, just as another one reported that all communications other than A.I.M.'s had been effectively jammed.

"Hello, Miss Potts," the A.I.M. trooper holding Pepper said. "Do you know who I am?"

"An angry beekeeper," Pepper quipped with a smirk. She knew that the joke was a bit old in reference to A.I.M., but she really could not resist, and she had to do something to keep her courage up a little, since she knew that Tony would somehow find a way to help her in the end.

"Not quite," the A.I.M. trooper casually replied, almost as though the remark did not bother him at all. "I am the Scientist Supreme of the Advanced Idea Mechanics, and I am now in control here."

"What do you want," Pepper snarled before the Scientist Supreme could start going into some kind of monologue or something.

Her answer came when the elevator dinged once again and then opened its doors to reveal a pair of A.I.M. troopers wheeling a large, black containment device into the room. "This machine is called Technovore. It has one purpose: to consume. I have reprogrammed it to seek out ARC reactor technology, much like what Tony Stark has in his chest. So, to answer your question, what do I want? I want Technovore to feed."

The minute she heard that Pepper's brave face immediately fell a little, and she could not help but gasp out in horror a little afterwards, and then again a minute later when one of the troopers tapped a control device that opened the container, releasing a large, black, worm-like creature with crimson lines running all across it, and a sickly, blood red eyes with a hiss. The creature looked about at its surroundings for a minute, and then slithered away with a hissing growl, leading Pepper to silently pray that Tony still had at least one armor in the building that he could somehow get to before that monster got to him as she was dragged into the elevator with the Scientist Supreme and some of his men.

* * *

Down in the room that had once been Tony's armory at Stark Industries, Rhodey, T'Challa, and Steve had finally finished securing the last of Tony's armors, including his newest suit, which Tony had not shown anyone as of yet, when they had paused for a moment after Cap had noticed that there was one other armor case left. Upon asking about it, Rhodey revealed that it was actually his own armor, the War Machine suit, and then went on to say that his reason for not being with the Avengers was that he did not want to be a superhero, but rather, that he wanted to keep Tony safe, even from himself. It was a commendable thing to admire in Tony's best friend, but all thoughts on that matter were quickly forgotten when the Stark Tower went dark and the two Avengers discovered that something was jamming the ID cards' communicators. A minute later, the three saw that the door out of the room was beginning to glow, until it started seeming like it was melting away, right to the point that it fell off of its hinges with a loud thud.

At the first sign of an enemy, Black Panther and Captain America immediately charged in, knocking out two A.I.M. troopers, and allowing Steve to quickly grab one of the ray guns that the criminal scientists were hoping to use against them. Steve did not hesitate to open fire on the remaining troops, and soon enough, all current opposition was unconscious, leaving Rhodey with only one question. "Any idea who these guys are?"

"The Advanced Idea Mechanics, a cadre of scientists seeking to use their technology for profit," T'Challa replied as he tossed an A.I.M. trooper he had knocked out into the pile that his unconscious colleagues were now lying in. "They've obviously come for Stark's armor and technology."

"You may not want to be a superhero, Colonel, but now might be a good time to put on that armor," Steve told Rhodey, but before anyone could say in anything in reply, they were all quickly ducking for cover once again as another wave of A.I.M. troopers came around the corner with weapons at the ready. After taking a few minutes to return fire, Steve looked to his current teammates and began giving out orders. "Panther, we need some covering fire. Rhodey, you get to your armor. We'll hold off A.I.M. as long as we can. In three…two…GO!"

The minute Steve had shouted the last word Black Panther had drawn a pair of vibranium daggers and unleashed a barrage of energy blasts from the weapons while Steve rolled to the ground as he fired his salvaged rifle, giving Rhodey enough time to run to where his armor was currently stored. A sudden cry from Tony's long-time best friend and partner drew the two's attention for a minute, but with the troopers still firing on them, they had no time to check and see if Rhodey was alright, so they elected to just have faith that Rhodey had somehow made it and was now suiting up.

* * *

Back up in his office, Tony had been trying with all of his might to pry open the office doors, only to have as much luck as the Hulk would have at lifting Thor's hammer. "It's magnetically sealed. We're stuck," Tony grunted as he finally gave up on trying to pry the door open and turned to face the other two to see if they were having any better luck with their efforts.

"I repeat, this is Maria Hill. Come in, Helicarrier," Maria called out into her earpiece, only to receive silence in response.

Tony tapped the signaling device on his ID card to see if he would have better luck, but he was sadly met with the same results. "Whatever happened, it's shut down my Avengers ID card, too, and that's saying something," Tony reported to the others before he turned to Ulrich. "Any chance that fancy phone that you and Aelita use between yourselves and some of your closest friends is working, Ulrich?"

"…No dice," Ulrich grumbled after tapping the call function on his Lyoko Cell for another minute or so. "Looks like we're on our own, here."

After taking a glance out the window, Tony was quick to start piecing together just what was really going on. "This isn't a blackout or power failure," Tony stated aloud. "Someone's created a dead zone around us."

"That's just great," Maria remarked, sarcastically. "You're telling me we're…" The sudden sound of strange growling quickly caused Maria to go quiet as she drew her pistol and scan the room before she asked, "I don't suppose that's your next appointment, Stark?"

"I hope not," Tony said in an uneasy voice that showed he was just as nervous as she was. The three had quickly fallen silent as they listened for the same noise again, all the while, Ulrich was preparing to activate his Lyoko suit, but when he tapped his watch, he was shocked to discover that the usual rush he felt whenever the suit was activated never came, and upon looking down at himself, he saw that he had not changed at all.

After making a few more attempts and receiving the same results, Ulrich pulled his visor out of his belt and snapped it into place as he said, "Guys, we've got another problem. I can't change into my suit."

"Yeah, that is definitely a big problem," Tony remarked, as he knew full well that Ulrich and Aelita's suits were actually pretty similar to his armors in the sense that it kept the two safe from serious harm, so to hear that Ulrich's was not working definitely raised a few warning bells. "Whatever's creating this dead zone must be causing some kind interference with whatever electronic signals that your watch sends out when it changes you."

"Well, thankfully, I can understand these readings well enough to know that it's only temporary," Ulrich reported after his visor finished scanning the device on his wrist. "Should be back to normal in about an hour or so, I think."

"You think," Maria asked in concern.

"I don't know. I'm not a mega genius like Aelita and Tony, so my best guess is really all we've got at the moment," Ulrich admitted. He was pretty sure he would still be alright, as even without his suit, he would still have his powers to help him out in case he needed to fight. At least, he was hoping that was the case, but he was not really all that confident on the matter at the moment.

After another minute or so, a large, black and dark red, worm-like creature suddenly burst through the ceiling and tackled Tony to the floor. Thankfully, Tony was able to roll to the side and throw the creature off, giving Maria and Ulrich a chance to attack it, but when Ulrich started sprinting towards it, instead of moving in a blur like he normally did, he just ran at it like a normal person would. Granted it was at a speed that was almost on par with either Captain America or Black Panther, but it was still at a slower speed than he would normally run at in a fight nonetheless. The strangeness continued when Ulrich swung at the creature like he would if he were holding one of his sabers, but he missed the creature and stumbled for a minute until he managed to regain his balance and threw out a kick to the side that managed to hit the monster, giving Maria a chance to shoot at the creature.

It seemed that the creature was only a bit irritated by Ulrich and Maria's efforts, but the fact that Maria was able to constantly attack it with her pistol was only slightly more irritating to the monster than Ulrich's attack, so it put all of its attention on her and pinned Maria to the floor beneath it. Maria could only look on in horror as a twisted set of tentacles extended from the monsters mouth and slowly inched towards her, until she closed her eyes in anticipation for the inevitable. Thankfully, it never came, as the creature was knocked off of and away from Maria due to a timely intervention by Tony using the gauntlet he was still wearing to materialize and throw a photonic shield at it.

The three then quickly regrouped and started staring down their attacker, but Tony could not resist the chance to rub something in someone's face and said to Maria, "See what I did there? I saved you, and I wasn't even registered. Think the World Security Council will have a problem with that?"

"Really not the time, Tony," Ulrich snapped. "But it is good to see that your little energy shield gizmo works, so props for that."

"It's a photonic shield, and you're not one to talk about kidding around, Ulrich," Maria retorted. "Come on, summon your sabers and charge that thing. Whatever it is."

"What do you think I'm trying to do," Ulrich asked as he flexed one of his hands. "My powers aren't working for some reason."

"It might be that the jamming signal that's messed up your watch is also interfering with your powers," Tony suggested. "From what I've been able to tell, yours and Aelita's powers typically give off some kind energy signature that's similar to your suits' whenever you use them, so if something's messing with your watch, it would kind of make sense that it would mess with your powers as well."

"Thanks for the science lesson, but that still doesn't answer my other question. What is that thing," Maria repeated in order to bring the two back to their situation.

"Technovore," Tony replied with a light snarl.

"From the Vault; I read the file, but I've never seen it."

"That makes two of us," Ulrich informed Maria. "But just to make sure I'm remembering right, does someone want to refresh my memory?"

"Technovore is a nanotech AI," Tony informed the other two. "It was created to destroy data, but it went out of control and ended up eating pretty much everything."

"So why is it here," Ulrich asked as Technovore looked between the three of them.

Surprisingly, Technovore was the one who answered, as its gaze fell upon Tony and it growled, "Arc energy signature located. Consume."

"It's after the arc reactor," Maria started to say.

"In my chest," Tony finished. "Yeah, I think we should run now."

Neither of the other two was willing to argue with that sentiment, and Maria did not hesitate to blow the door open so that they could all make a mad dash out of Tony's office and away from Technovore. They were able to lose the slithering nanotech monster after a minute, but they soon found themselves running right into another surprise when they came across a trio of A.I.M. troopers in the hallway ahead of them. "Well, that makes sense," Tony remarked angrily as he and the others started to slowly back away from the three enemies.

"We've got visual on Tony Stark, and what may be another Avenger. The Samurai," one of the A.I.M. troopers said into his radio.

 _"Then shoot them,"_ the three heard the Scientist Supreme snap from the other end. They were just about to make a mad dash to get away again, when another voice came over the radio that caused to Tony to become horrified when he heard it.

 _"Tony, Tony! They're going to blow up the main reactor! Tony!"_

"Pepper," Tony gasped in horror, giving the A.I.M. troopers a chance to take advantage of his distracted state. Maria was quick to train her sidearm on the troopers while Ulrich assumed a fighting stance, until Technovore came barreling down the hallway again, forcing Tony to push the two out of the way so that the monster would crash into the wall. The A.I.M. troopers immediately opened fire on Technovore in a panic, drawing the monstrosity's attention to them, and Technovore immediately lunged at the scientist terrorists with a roar. A minute later, Maria and Ulrich could only watch in horror as Technovore actually ate one of the A.I.M. troopers while said trooper screamed in pain from the process, but they were quickly shaken out of their horrified states when Tony pulled them to their feet and shouted, "We have to get to the ARC reactor."

"What we need to do is get out of here," Maria argued as she broke into a run alongside Tony and Ulrich.

"No, if A.I.M. detonates the reactor, it'll take down the whole building," Tony countered.

"I kind of hate you right now, Stark," Maria groaned in response to that.

"Believe me, we all do whenever he's right, but he is in this case," Ulrich reassured the acting director of S.H.I.E.L.D.

"Ulrich, try to stay close to either me or Maria," Tony then said. "Without your powers, you're not going to be able to hold your own for long."

Ulrich was about to argue this point when they suddenly ran into another group of A.I.M. troopers, leading him to decide that actions would speak louder than words. A minute later, Ulrich had landed a hard leaping kick into one of the A.I.M. troops, and followed up with a hard right uppercut to another, knocking both his targets out in an instant. He then snapped his right leg out to kick another trooper that was charging at him, and blocked a punch from a second one before he grabbed the offending arm and spun it around so that he was holding it behind the trooper's back, giving him a chance to land another hit with his free hand. Ulrich then elbowed the last trooper in the gut before snapping his fist up to hit the trooper in his helmet covered face, disorienting the trooper long enough for Ulrich to snap his left leg out with a hard kick that sent his opponent into a wall.

Seeing his opponents were all now dealt with, Ulrich turned to a very stunned Tony and Maria and smirked as he said, "I don't need powers or sabers to be able to put up a fight. I thought you would've known that by now, Stark, seeing as how I always beat you when you join me and Cap for a sparring session."

Tony quickly brought himself out of his shock after hearing that, and then removed the gauntlet from his arm so he could toss it to Ulrich and said, "Well, all the same, I think this might be of a little help to you until your powers do come back online or whatever term you want to use. Plus, I get the feeling you'll be able to get to Cap a lot sooner than I will."

Ulrich looked at the device for a minute before he strapped it on, activated the shield, and smirked as he said, "Oh yeah."

Eventually, the three made it to one of the elevators, and Tony quickly set to work trying to pry it open while Ulrich and Maria stood guard. "You want to hurry that up," Maria said after a few tense minutes of listening to Tony grunt as he tried to pry it open.

"Why, do you have a date tonight," Tony quipped in reply.

"Maybe I do," Maria lightly smirked in reply.

Before Ulrich could comment on that remark, the sound of Technovore's roar alerted the three to the monster coming towards them, and they did not need to look around long before they saw the monster barreling towards them. Ulrich was the first to react by throwing the photonic shield at Technovore while Maria shot at it, but the beast was able to either shrug off or ignore the attacks as it charged at Tony, knocking Maria and Ulrich aside the moment it tackled the billionaire superhero. Tony did his best to push Technovore off of him, but in the end, he could nothing but cry out in pain as the beast sunk its claws into the arc reactor in his chest. At that point, Tony could only see darkness as his life flashed before his eyes along with the fact that he would not be able to save Pepper before it was too late, but he was spared the agony of dying with any regrets when the beast was suddenly shoved off of him thanks to Ulrich, who had somehow managed to use the gauntlet device to create an energy staff.

"You know, you probably should've mentioned this thing could do more than just make a cool energy duplicate of Cap's shield," Ulrich remarked to Tony as the Iron Man struggled up to his knees while Maria ran to stand alongside Ulrich.

"Maria, Ulrich…run," Tony eventually managed to weakly groan. "Get to the ARC reactor and stop A.I.M. I'll hold off Technovore as long as I can."

"You can barely stand, I'm not leaving you," Maria argued.

"Sorry Tony, but unless you can summon your armor to you with a thought, I'm staying put too," Ulrich agreed. They all then watched as Technovore glared down at them for a few, tense seconds, but just when they thought the monstrosity was going to attack them again, it suddenly dived through the elevator doors and started slinking down the cables to the floors below.

"Where's it going," Maria asked.

"Don't know, beyond the fact that it's going down, but for the moment, that might be better for us," Ulrich commented.

"Did you bring your jetpack, by any chance," Tony then asked Maria.

Maria only smirked as she pulled a harness out of her belt and said, "I'm an agent of S.H.I.E.L.D. I'm prepared for anything."

Maria then jumped onto one of the cables and attached the device to one of the cables before signaling Tony to jump onto her back. Ulrich was about to do the same when he felt a sudden tingling sensation start to surge through his body. Glancing down at his hand, Ulrich tested out what he thought was happening, and he was happy to see one of his sabers appearing a minute later. He then looked to the other two and said, "I think I'll take my own way. Meet you guys at the reactor."

An instant later, Ulrich had disappeared in a flash, and Tony and Maria just smirked at the fact that the Sprint Samurai seemed to be at least partially back in action again as Maria used her little gadget to steadily lower them down the elevator shaft to their destination.

* * *

Back down in the armory, Captain America and Black Panther had somehow managed to hold their own against A.I.M. until one soldier used what seemed to be a large sonic cannon to blast them aside, clearing the way for said trooper. At least, it seemed like the way was clear, given the fact that the third person that was down there with the other two Avengers was nowhere in sight, until the sound of machine whirring caught his attention. Looking to the source, he could only gasp in shock as what appeared to be a black and grey, buffed up, and heavily armed suit of Iron Man armor with the arc reactor and eyes glowing red as opposed to the usual blue emerged from the smoke and towered over him with the person inside the suit no doubt throwing him a hard glare. The next thing the trooper knew, he was blown clear across the room just as Cap and Panther had managed to get to cover as the next wave of A.I.M. troopers came around the corner.

Said wave of troopers quickly increased the minute that first one was knocked out by the explosion, but before Captain America and Black Panther could charge in for a fight, the War Machine armor suddenly flew to stand alongside them as Rhodey's voice called out from inside, "Cap, Panther…duck."

An instant later, Rhodey had armed all of the weapons on his armor from his shoulder Gatling gun and missile launcher, to the repulsor cannons in his wrists, and aimed each and every weapon at any individual in the room who was wearing a uniform that looked like a beekeeper's outfit before he fired. There was absolutely nothing that anyone from the A.I.M. team could do to keep themselves safe from the onslaught of firepower that the War Machine was unleashing upon them, and in no time at all, Rhodey had singlehandedly cleared the entire room of any conscious A.I.M. forces. Seeing that his job there was now done, Rhodey disengaged his weapons and turned to the two Avengers to ask, "You guys okay?"

Before either Avenger could answer, Technovore came crashing into the room, and it did not stop even as it tackled Rhodey into and through the opposite wall, until they had both landed in the main ARC reactor room, where the A.I.M. troopers that were setting up the explosives that would destroy said reactor were just packing up. Rhodey tried his best to knock Technovore off of him, but the beast's hold on War Machine was too strong, and Rhodey was unable to do anything to keep it from trying to consume the arc reactor that was powering his suit.

"What should we do," one of the A.I.M. troops asked in honest confusion.

"This whole place is going to blow up, so how about we get out of here," his colleague replied as though it was the most obvious thing the world, but when he turned to leave, he was quickly met with a hard backhand from Black Panther. An instant later, Captain America had appeared in the room and knocked out another pair of troopers, only to miss a third one that was quickly able to get a clear bead at him from behind. Before the third trooper could fire though, he was knocked aside by a hard, high-speed punch from Ulrich, and then knocked out by a clean shot from Maria, both of which had to smirk in reply to the smile of thanks that Captain America was giving them.

"Hey Steve, brought you a present from Stark," Ulrich called out as he removed the wrist band from his arm and tossed it over to Captain America.

Steve happily caught the device before strapping it onto his own wrist before his face scrunched up in confusion and he asked, "Where is Tony?"

His answer came a mere minute later when Technovore was finally blasted off of War Machine, and the group immediately looked up with smiles on their faces to see Iron Man flying above them, fully decked out in his new Mark IX armor. From where Ulrich was, he could see that the armor retained the same red and yellow color scheme that most of the previous armors had, with a bit of yellow coloring the shoulders, and instead of a circle, the arc reactor in the armor's chest was triangular in shape as well. All-in-all, if the appearance alone was anything to go by, Ulrich would have to say that this was more than likely Tony's best suit of Iron Man armor yet.

Glancing around the room, Tony allowed his armor's HUD to analyze the situation around him as Rhodey returned to his feet and flew into the air to float next to him. "So, what's the plan," War Machine asked.

"There's not enough time to diffuse the bombs," Iron Man reported.

"What bombs? I was talking about that thing," Rhodey exclaimed as he pointed out Technovore, who was quickly regaining consciousness.

"We're going to give Technovore exactly what he wants: the ARC reactor, just not the one in my chest," Tony revealed, leading Rhodey to immediately catch on to what Tony was planning.

Before either armored hero could do anything though, Technovore suddenly leapt at them both once again, but thankfully, they were both able to get out of the way. Seeing the worm-like monster attacking his friends like that once again caused Ulrich to snarl in anger and shout, "Hey you ugly, overgrown worm. Nobody messes with my friends!" He then looked to his watch and silently prayed that it would work before he slapped the device and shouted, "Virtualize!"

Nearly everyone had to cover their eyes as a flash of light lit up the room, and the minute the light died down, they all grinned at the sight of Sprint Samurai racing towards Technovore, fully decked out in his Lyoko suit with sabers in hand. The minute he was close enough, Ulrich unleashed a flurry of slashes and sword combos unlike anything most of them had seen him do before, backing Technovore into a corner before he dashed away to get clear before War Machine and Iron Man fired their respective weapons on the beast. As Iron Man fired both of his repulsors, Technovore suddenly managed to wrap the tentacles from its mouth around both of his wrists, not knowing that it was doing just what Tony was hoping it would do.

"J.A.R.V.I.S., connect to the mainframe's emergency backup," Tony commanded. "Begin reactivation of the ARC Reactor at 200 percent capacity. Overload it."

"What? You said that was bad," Maria protested.

"Trust me," Tony stated just as the glow from the ARC Reactor lit up the room. A minute later, a whirlwind of energy erupted from the device that powered Stark Tower, and Technovore was quickly rushing towards it like an extremely starved man that had just found an all-you-can-eat buffet. The minute that Technovore was making its way through the energy barrier, Tony tackled the beast all the way in and held it there as he shouted, "You're hungry, monster? Then eat this! J.A.R.V.I.S., now!"

An instant later, the energy from the ARC reactor expanded outward as the reactor began to overload, and everyone was quickly moving back against a far wall as they ducked behind Captain America and his photonic shield, which he expanded so that it would be large enough to protect all of them from the energy burst. Of course, that did not stop Sprint Samurai and War Machine from standing over T'Challa and Maria as an extra precaution. A minute later, the energy surge and Technovore went up in a brilliant explosion that caused the energy from the reactor to lash out one last time before it died down. Everyone was tense for a few minutes after the energy eruption had dispersed, even as Cap deactivated his new toy, until War Machine finally walked over to Iron Man and helped his friend to his feet as they both opened their armors' face masks, both of which actually slid up over the helmet as opposed to how Tony's previous three armors actually retracted the masks into the helmet.

"How did you know that wouldn't set off the explosives," Rhodey asked his old friend.

"Because they stole that design from me," Tony easily replied with a hint of pride. His easygoing smile quickly vanished though when he remembered that there was still one crisis left to deal with. "Pepper!"

The minute Tony had remembered Pepper was still in trouble and said her name, the two armored heroes were instantly closing their helmets' face masks again and blasting out of the room and towards the building's main entrance, with Sprint Samurai racing alongside them from the ground, and the other heroes right on their heels.

* * *

The Scientist Supreme probably should have been a little upset that Stark Tower was still standing and the team he had sent to steal Stark's armor had more than likely failed, but considering that everything else had gone according to plan, he was actually in a rather good mood. While it would have been nice to have killed Tony Stark and destroyed his main place of business, the main objective of this little expedition had been accomplished, for they now had every last byte of information that was in the Stark Industries servers, and that meant that he now possessed everything he needed to destroy Iron Man and take down Stark Industries. This was a revenge that was incredibly sweet to the Scientist Supreme, and it would allow him to ensure that Stark would pay for throwing him in prison as though he were just a common criminal. In addition to that, he also had Pepper Potts as his hostage, and with the woman that Stark loved in his clutches, he was holding all the cards to make sure that Iron Man would fall before him.

At least, that's what it seemed like to him, until the troops that he had with him were suddenly giving out grunts and cries of pain, leading him to spin around and find Captain America, Black Panther, Sprint Samurai, and Maria Hill standing over his unconscious forces. His response was to raise his pistol and aim it at Pepper, only to pause when he heard the sound of repulsor jets coming from overhead, and he looked up to see Iron Man and War Machine flying over him.

"It's over," Iron Man snarled at the man who had attacked his building, endangered his friends and employees, and kidnapped his girlfriend.

"Over," the Scientist Supreme asked as he grabbed Pepper and held his gun to her head once again. "I have your precious Pepper Potts. I'm holding all the cards!"

No one had expected what had happened next, as the minute the acting leader of A.I.M. had spoken, Pepper shrugged the man's off her and kicked him in the stomach before knocking him out with a hard punch to the face. "Whoa. Nice punch," Ulrich gasped. "Maybe you should consider building her a suit of armor as well, Tony."

Pepper smiled in thanks and good humor to the samurai hero before she turned to her boss as he landed and walked up to her before she said, "I expect this to be reflected in my bonus."

"Done," Tony softly replied with a smile after he lifted his face mask, just happy that Pepper was okay for the moment.

Pepper smiled in thanks to Tony, until she gasped in worry and cried out, "The hard drive! All the data from the mainframe…"

"You mean this hard drive," Ulrich asked as he held up the device that A.I.M. had used to extract the data from Stark Industries' mainframe with a smile. "I swiped it off of these guys before I started helping Cap, Panther, and Maria with taking them down."

Pepper breathed a sigh of relief when she heard that, and then fell back a little in exhaustion, only to find herself being held up by Tony when she did, much to her relief, because she did not want to pass out onto the hard pavement. It had been a really long, trying night for the redhead, and at that moment, all she really wanted to do was sleep for about a week or so, something that Tony was more than happy to oblige her with, because he felt that Pepper could really use some time off after all this.

* * *

A few hours later when morning had finally arisen on New York saw Tony, Maria, and Ulrich looking out at the city from Tony's office, each happy to be alive and that they were able to play some part in saving everyone in Stark Industries from being blown up. After a few minutes of silence, Tony finally looked to the acting director and his friend and said, "Thank you, Maria and Ulrich. Thank you for staying with me. You both saved my life."

"Hey, that's what family does, Tony," Ulrich shrugged in modesty with a smile on his face.

Maria smiled at hearing that comment from the young man before she looked to Tony and said, "You would've done the same for me, Stark, and you did, despite the grief I give you, but you do know this doesn't change anything, right? Registration is more than likely going to happen."

"You know, this was the part where you were supposed to thank me for saving your life," Tony sighed in response to Maria. "And do you really have to kill the moment by bringing that up again?"

"I wish I didn't have to," Maria admitted. "But in all honesty, part of the reason I saved your lives was because that's my job. But you? You're putting people at risk. The Avengers put people at risk. Maybe not intentionally, and maybe you guys have done a lot of good, but it's not easy for some people to see that, and it will eventually come back to bite us all."

"The only question is, what will happen if registration does happen," Ulrich asked. "That kind of thing is liable to tear the superhero community that's been steadily forming apart, right to the point where it will be forcing us to fight against people whose only crime was saving someone's life or stopping a mugger. Maybe you should point that out to the council, because that will endanger more lives than registration never happening will."

Maria nodded in conceit to Ulrich's point, mentally making a note to bring up that concern the next time she spoke to the council as he had suggested, before the three looked out at the city in silence once again. For about three seconds or so, after which Tony asked Maria, "So I'm guessing dinner is out of the question."

Maria gave Tony a small look at that before she smiled and said, "It would be out of the question either way. I've already got plans with someone else."

Almost immediately after Maria had said that, the door to Tony's office had burst open and Aelita came rushing into the room as she practically shouted, "Oh my God! I just heard about what happened here, and I came as quickly as I could! Are you okay?"

"Relax Sis, I'm fine," Ulrich reassured the pinkette with a relaxing smile.

Aelita paused for a minute when Ulrich said that, and her smile became a little sheepish when she said, "Oh, I'm glad to hear that, Ulrich, but uh, I wasn't actually talking to you."

Tony and Ulrich were both thrown into confusion when they heard that, and that confusion immediately magnified and became coupled with shock when they saw Maria step up and say, "Relax Aelita. I've faced worst in my time with S.H.I.E.L.D. You should hear about the time that I was in Budapest with Hawkeye, Black Widow, Coulson, and Fury."

"You can tell me all about it on the way, because we're running late as it is," Aelita replied as she grabbed Maria's wrist, and surprisingly, the hardened, acting director just laughed a little in response. "Oh, just a little heads-up though, Janet's going to be joining us as well, so you should probably be ready for a really crazy and serious shopping spree."

"No complaints here," Maria shrugged. "I've been meaning to get some new casual wear for a while now. It's amazing how worn out and out of date your stuff can get when you spend all of your time working."

"Wait, wait, wait, hold up a minute," Tony interrupted just as the two women were at the door. "Since when are you two so friendly with each other?"

"Since a few months ago," Aelita shrugged. "It's actually been since we dealt with that whole Ultron fiasco to be honest. We've been hanging out ever since we got back from Asgard. Now if you boys will excuse us…"

Ulrich and Tony just silently watched as the two departed, smiling and laughing as they did, completely stunned at the news they had just heard. They knew that Aelita and Maria Hill had gotten a bit closer recently but they did not know it was that close. After another few minutes of silence, Ulrich finally said, "First I found out that she slept with Spider-Man, and now I discover that she's been having girl's-night-outs with Maria Hill. Its official: I have a weird sister."

"Yeah, you can say that again," Tony nodded in agreement because there was really no way that he could have said it better, himself. After another minute of silence, Tony asked, "So do you want to go check out an auto show or something?"

"Sure why not," Ulrich shrugged in agreement, and the two then prepared to depart as well, until Ulrich said, "Actually, I've got a date with Ava in a couple hours that I have to get ready for, and you've got a company to run. Can't have Pepper doing it for you right after you had told her to take some time off, you know."

Tony smiled in good humor before he returned to his desk and brought up any information that pertained to the company as Ulrich left the office and the building in a flash of light. The minute he saw all the paperwork he would have to deal with for the next few days without Pepper's help, Tony could only groan as he realized that it was more than likely going to be a long week, and that by the end of it, he would probably have a newfound respect for everything that Pepper did to keep the company together while he was out saving the world.

* * *

 ** _AN: Well, that happened. One of the main points I wanted to make with this chapter is that while her character is still pretty similar to how it was originally, Maria Hill is letting up a bit on her uptight attitude towards the Avengers and other superpowered heroes, but there's still enough of a problem with them to get her worried about the matter, and of course, there's always someone that has a problem with something that most people see as a good thing. This point is enforced by the inclusion of the World Security Council. You might remember them from MARVEL's The Avengers or Captain America: the Winter Soldier. They were the idiots that decided to launch a nuclear missile at Manhattan and allowed themselves to be played by a member of HYDRA until it was almost too late._**

 ** _Moving on from that, the matter of Ulrich losing his powers and suit for a bit. One of the things that I really liked about Code Lyoko was that the heroes didn't always need powers or to travel to a virtual world in order to save the day, and that they managed to hold their own against impossible odds and supped up human beings or creatures that XANA had sent after them with nothing but their real life skills and whatever other resources they could get their hands on, and I wanted to kind of bring that back for a bit to remind everyone of that fact. This seemed like a great way to do that. I can't say for certain if I'll do it again or not in a future chapter, but at the moment, I don't have any plans to do so at this time._**

 ** _I know that in the show, Cap was the one who retrieved the hard drive from AIM, but when you take in the fact that this Cap is a Skrull in disguise and all, do you really think that it's safe to say that he actually returned that data to where it belonged? So who would you rather have retrieved it, Ulrich, who we know for a fact is still himself, or the guy we all know for a fact is an alien impostor?_**

 ** _One last thing, I also wanted to have a good way to show how much Aelita and Maria's relationship has evolved from two people who couldn't stand each other to the point where they're on much easier terms. That little thing I did at the end there, that was what that was for, and also to provide a little bit of humor to an otherwise really serious moment. Well, I've rambled on enough for one note. Onto the Preview!..._**

 ** _Hell hath no fury than a woman scorned, and that is especially true in the case of Amora the Enchantress, as she has a score to settle with Zemo for his betrayal of her. One by one, the Masters of Evil have fallen by her hand and that of Executioner's as Amora hunts for the former HYDRA leader, leading the remaining members and Wonder Man to seek out the Avengers for assistance in stopping her. Can the Avengers trust their greatest enemies to keep their word in that they would not kill Enchantress? Can Zemo really trust Captain America to keep his word that the super soldier will save him when Enchantress comes? And just why is Wonder Man helping the Masters once again? Find out next time in…_** **Chapter 4: Acts of Vengeance** ** _._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	4. Acts of Vengeance

_**AN: Hey everybody! No, you're not seeing things, after a little over a month, we are finally back with another, long-awaited update for the adventures of Code Avengers! So yeah, in case it isn't obvious by last chapter's preview and the title, this is the chapter where the Avengers face off with Enchantress for one last round, and are forced to team-up with the Masters of Evil. You know, to be honest, I actually felt kinda bad for the Masters this time around. I mean, this was like the only time in Season 2 of Avengers: EMH that they were really a part of the adventure as a team, and they were completely torn apart. Sure, there really wasn't much of a reason for them to be a team anymore, but I can't help but wonder if they could've ended up becoming a big thing later on if this hadn't happened.**_

 _ **Aelita: And yet, you still did not let them get away, for the most part.**_

 _ **AN: Well, to be fair, if I did otherwise, it would've made things rather complicated later on down the line.**_

 _ **Iron Man: Hey, not to say that I actually enjoy seeing him, but how come a certain Merc with a Mouth hasn't shown up yet?**_

 _ **AN: Hm? Oh that. Yeah, if you've read my newest story, Avenging Normandy, then you'd probably know that I had recently had Deadpool get swallowed by a Thresher Maw, you know from Mass Effect. Oddly enough, or thankfully enough, depending on who you ask, the psycho has not shown up since, which can only mean that he's either still inside the thing, or that he's finally gotten the message. I pray that it's the latter.**_

 _ **Ulrich: It's not going to be.**_

 _ **Wasp: Nope. He's just as likely to learn he's not welcome here as a certain someone is likely to figure out something very important when he first shows up in this story.**_

 _ **AN: Wow Jan, you managed to just barely avoid getting hit by a spoiler gag. I'm actually impressed and a bit relieved, the latter being because you're actually one of my favorite female Avengers, right up their with Carol Danvers, aka Ms/Captain Marvel.**_

 _ **Wasp: Awww thanks!**_

 _ **Hawkeye: You ask me, you probably wouldn't do it even if she had said something about how you're planning to add Red Hulk show up in this story at the same time as...**_

 _ **AN: DAH! SPOILER! [hits control]**_

 _ **Hawkeye: [sees a trap door open beneath his feet while he just hangs in the air, like someone would in certain cartoons] You know, I feel like I should've seen this coming, and yet I'm still surprised by it. [falls in as he starts screaming]**_

 _ **Aelita: Uh, where does that trap door lead to?**_

 _ **AN: Uh...I'm actually not sure this time. I accidentally hit the controls for a different trap door than the one I was going for. Oopsies. Oh well, at least it's just Hawkeye. Now let's get this long overdue update on the road. Avengers, to the chapter!**_

 _ **I do not own anything from any of either the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story.**_

* * *

 **Chapter 4: Acts of Vengeance**

Normally when someone saw a well-known supervillain on the run from something, they would think that they were being chased down by one of the many heroes that were now out and about in the world. This case would be no different after someone saw Chemistro running from something as though his life depended on it, but in reality, the person that was pursuing Chemistro was about as far from a hero as someone could get. After ducking into an alleyway while avoiding a number of energy blasts that were pelting the ground and walls around him, Chemistro quickly stopped running for a moment to spin around and fire an acidic blast at his pursuer, who immediately raised an arm forward to create a shield in front of them. Chemistro's chemical blast still managed to get past his pursuer's defenses, melting the person's arm once it did, but unfortunately for him, all the chemical villain's attack did was further incite the other person's anger, as the decayed hand instantly clenched into a strong fist before the arm regenerated in a flash of yellowish-green light that Chemistro really did not want to recognize at the moment. Seeing that the person who was after him was now more infuriated than anything, Chemistro immediately ducked into another alley, only to end up slamming directly into the large, lumbering form of the Executioner, who was now wielding a large pair of blasters in place of his previously lost axe.

Chemistro instantly began crawling back from the massive Asgardian warrior after he had hit the ground, only to freeze in place again when he nearly bumped into the person who was chasing him. Turning to face his pursuer once again, Chemistro felt his blood run cold as a very pissed off Amora the Enchantress stepped out of the shadows and demanded, "Where is Zemo?!"

"I…I don't know. I swear," Chemistro insisted as he quickly jumped up to his feet again, hoping that he could make a break for it. Such hopes were quickly dashed when Executioner used his new guns to slam Chemistro into the nearby wall and hold him there so that Enchantress could use a spell to unleash a telepathic assault on the chemical criminal for a few moments. When she decided that Chemistro had enough, Amora ceased her assault and let Executioner drop the Master of Evil, who was now more than willing to cooperate. "I don't know where he is, but-but I know where Arnim Zola is," Chemistro revealed. "I'll tell you, but you have to promise to let me go."

Amora smirked a bit at hearing this and then knelt down before Chemistro as she cooed, "Of course. All I want is Zemo."

That seemed to ease Chemistro's nerves a little, but not enough to keep the stutter of fear out of his voice as he revealed the former HYDRA scientist's location. "Zola's hold up in a warehouse in Jersey. 1019 South Fine Street."

"Thank you, Chemistro," Enchantress said, and for a minute Chemistro thought that the Asgardian sorceress was going to leave him alone. That was before he saw the blonde raise his own chemical gun towards him.

"No! No! You promised," Chemistro protested as he rose to stand up against the wall with his hands raised in surrender.

"I lied," Enchantress stated, and she immediately fired Chemistro's own weapon on him. Despite his attempts to struggle, there was nothing that Chemistro could do but scream as his own weapon was used to freeze in place as he turned into solid gold. He was still alive, somehow, but he was also unable to really be considered a witness to what Enchantress would say next to her loyal follower. "Come, my Executioner. Let us show these mortal worms what evil truly means. And make no mistake, when I am finished with Zemo, I fully intend to teach the Avenger, Angel Guardian the true extent of my wrath."

Executioner merely nodded in satisfaction as he followed Amora away from Chemistro, and as they did, he had to grin a little in excitement at the prospect of his mistress finally putting an end to the mortal girl who had humiliated them both on more than one occasion, and her brother if he chose to get in their way, further adding to the chill in the air that one could feel from the two's promise of revenge as they departed into the shadows of the night.

* * *

Some time later that same night, some of the Avengers were converging on an abandoned factory under one of New York's many bridges that they had heard one of the Masters of Evil was hiding out in. Four of the five heroes immediately took up positions on either side of one of the entrances before one of them radioed the mansion and asked, "Hank, is the target still here?"

 _"Scans of the building are definitely showing that the Living Laser is inside there, Samurai, and it looks like he hasn't noticed you yet. He hasn't so much as altered his energy pattern since you arrived,"_ Hank reported.

Ulrich looked over to his teammate and silently nodded to show that they had confirmation, and a red glove then signaled for the team's resident jade giant to smash the door open. Hulk happily did so with a hard kick, and an instant later, Captain America and Sprint Samurai had both moved ahead to survey the immediate area after the entrance, the former with his photon shield active, and the latter with a saber in hand. Seeing that they were in the clear, Cap then signaled to move forward, and Hawkeye and Black Panther immediately raced in to secure the rest of the facility with their teammates right behind them. The five Avengers all searched the massive room for the energy villain, only to find nothing at all for a few minutes.

"Clear," Black Panther called out after he had looked around for another few minutes.

Hawkeye stepped out of the shadows with an arrow notched, only to find no target in sight, prompting him to repeat T'Challa's words. "Clear up here too."

Ulrich soon raced right up to where Hank had said the energy signal had originated from, and he soon had eyes on Living Laser, or what he assumed was Living Laser. "Uh guys, I found him, but I don't think he's going to be able to put up much of a fight," Ulrich called out.

"Hmmm. That's disappointing," Hulk grunted as he and Captain America made their way over to him.

Hawkeye and Black Panther ended up being the first ones to reach Ulrich, and they were just as shocked by what Ulrich had found as well. "You're gonna want to see this, Cap," Clint told his team's leader as the super soldier and gamma giant finally reached them.

The Living Laser was most certainly the person before them, but he was not currently in his physical, human form. If anything, he looked like he was about to change into his energy form when someone stopped him mid-way and then stretched him out like a large glob of putty. The yellow light of his energy form had created a large, glowing border around the black and greenish-yellow representation of Arthur Parks' body, while his face was frozen in an open-mouthed expression, though whether it was one of fear or pain, none of the five Avengers could really say one way or another. In all honesty, this was really not a state that any of the Avengers had been expecting him to be in after how he had vanished from where he and Mandarin were battling Iron Man and Sprint Samurai during the Asgard Incident.

"That's the Living Laser," Captain America finally asked in disbelief over what had happened to the criminal. "What happened to him?"

"He appears to have been frozen in his light form," T'Challa reported as he analyzed the state of the Vault escapee, going so far as to run one of his gloved hands through the energy, only to cause a few ripples in the energy as a result.

"So, what? Someone took him down for us," Hulk asked, just to make sure he was understanding everything correctly.

"That's fantastic," Hawkeye chuckled in excitement. "We've been tracking the Masters of Evil for what, weeks now?"

"The obvious questions are who did this and why," T'Challa reasoned.

"You are so ungrateful. This is a good thing," Clint insisted.

"I'm not so sure, Hawkeye," Ulrich argued. "Something about this doesn't feel right. I mean, if someone was just helping us to stop them then why didn't they let anyone know about it instead of just leaving him here like this?"

Hawkeye had to admit that Ulrich had a good point and ended up shrugging in reconciliation at this just before Hank said, _"Sorry to interrupt, you guys, but Iron Man and the girls just called in saying that they've got some news we should hear. Oh and I've informed S.H.I.E.L.D. that they can come and get Living Laser any time they want, in case you were planning on doing that sometime soon."_

Nobody other than Ulrich really paid much mind to Hank's latter comment as Captain America pulled out his ID card so that he could open the communication channel to the Avengers' armored leader. "Go ahead, Iron Man."

 _"I've got good news. We've found Chemistro,"_ Iron Man happily reported.

"Did he put up a fight," Ulrich asked.

 _"Uh…not exactly."_

* * *

Iron Man could only stare in slight surprise as the police secured the area, Wasp flew around Chemistro's gold form in both shock and awe, and Aelita focused her super hearing so that she could confirm that Chemistro was alive beneath his new gold coating. After another minute of looking the supervillain over, and admiring her reflection in the gold, Wasp could not help but smirk a little as she quipped, "I'm keeping him."

"Pretty sure you don't have anywhere to put a gold trophy like this either at the mansion or your penthouse, Jan," Aelita giggled in reply to the size-changer's little joke.

Iron Man had to smile a little as well at his female teammates' joke before he began leading them to the side so that the authorities could secure the Master of Evil for transport and so he could continue his report to the other Avengers. "Chemistro's been turned to gold, and as far as Angel Guardian and I can tell, he's still alive, but he was down before we even got here," Iron Man informed the rest of his team.

 _"Same here for Living Laser, minus the being turned to gold part,"_ Ulrich informed the three. _"Already down and ready for transport by the time we got here. This can't be a coincidence."_

 _"I'm telling you, this is great! We're gonna wrap this up in no time,"_ Hawkeye stated, enthusiastically.

"Somehow I don't think it's going to be as easy as you think Hawkeye," Aelita argued. "Something is definitely wrong here."

 _"I'll keep an ear open for anything else like this that comes up, if you want me to, but maybe Clint has a point. I mean, I don't approve of how these criminals are being dealt with, but at least they're being stopped before any innocents get hurt,"_ Hank reasoned.

"Either way, keep an eye out, Hank, and let us know if you or J.A.R.V.I.S. hear of anything," Iron Man ordered.

Hank immediately gave an affirmative reply to Tony's orders, and as soon as the three had finished talking with the cops and the S.H.I.E.L.D. agents that eventually arrived to help transport Chemistro to prison, the three were able to take off and leave the area. The entire time, though, none of them would deny that they each had a bad feeling growing in their guts about all of this.

* * *

After making sure that S.H.I.E.L.D. and the cops were going to be able to transport Living Laser to prison safely and without any troubles, Captain America and his team boarded the Quinjet and flew back to Avengers Mansion without any further incident. The entire flight back to the team's headquarters and home, for some of its members, Hawkeye had continued to insist that they should not really be too worried about how members of the Masters of Evil were being taken down one by one because of an unknown party. In all honesty, the other Avengers wanted to agree with Hawkeye's sentiment, but there was just something about it that they could not shake off so casually, and so they continued letting Hank check for anything could lead them to whoever was behind it.

"Maybe it was that guy with the skull shirt," Ulrich suggested as the Quinjet landed in the Mansion's hangar. "You know, the Punisher?"

"Nah, he doesn't normally leave bad guys alive," Hulk pointed out.

"Look, guys, we can think about this all we want, but I still say that we shouldn't worry about it," Hawkeye cut in. "I mean, who really cares who did it? The Living Laser's down, he's locked up in Forty Two, mission accomplished."

No one had a chance to say anything to Clint's umpteenth attempt at getting everyone to just forget about the matter, as Captain America diverted everyone's attention away as he inquired, "Hank, J.A.R.V.I.S., what's Iron Man's ETA?"

The fact that Cap was being all business right now probably should not have surprised Ulrich that much, but there was something about the fact that felt off to the samurai hero. It was almost as though Cap was not really trying to relax his guard even though the team had returned to the safety of the Mansion. Then again, given how the mansion had been targeted for an attack so many times now, it probably was a little understandable for Steve to not be completely relaxed these days, so he simply figured he was just imagining things as a result of the mysterious circumstances surrounding Living Laser and Chemistro's capture and listened to the AI's report, only for the question of the mansion's security to be raised as a result a minute later. _"Iron Man, Wasp, and Angel Guardian have diverted to a warehouse in New Jersey, responding to a Code Blue in prog…in prog…in prog…"_

"J.A.R.V.I.S.," Captain America called out in concern until the AI's voice completely ceased.

"This is never good," Clint commented, his good mood about someone else taking down the Masters of Evil now completely gone.

"Hank, are you still there," Ulrich inquired.

 _"Reading you loud and clear, Samurai,"_ Hank replied. _"I'm trying to get J.A.R.V.I.S. back up and running, but all outside communications are being jammed. We've got no way to contact Iron Man and the girls about the situation."_

"Anything you can tell us about a cause," Captain America requested.

 _"That depends. Does the fact that there are five intruders in the main entrance hall count,"_ Hank asked in a rhetorical tone.

The team was instantly riding the elevator up to the main hall of the mansion, and as soon as the doors had opened up to the hallway, they were racing out with weapons armed and fists clenched. Seeing no immediate danger in the hallway that they had come out to, Hawkeye and Ulrich immediately raced ahead of the team with Black Panther and Hulk right behind them, and they did not pause in their charge until they had reached the entrance to the entrance hall, and Hawkeye slid against the wall so that he could be in cover when he looked out to see who was either stupid or brave enough to try and attack the Avengers in their home this time. When Hawkeye did see who was standing in the door, he immediately spun into the room and notched three arrows at once while Ulrich whipped out his second saber and held both of his weapons at the ready the minute that Clint had shouted, "Freeze!"

When the others had caught up to their friends, they were a bit confused as to why Ulrich and Hawkeye were preparing to fight, but their confusion was immediately cleared up and replaced with a readiness to fight when they saw who was on the opposite end of Hawkeye's arrows. There, standing just in the door, were Baron Zemo, Abomination, Mandarin, and Whiplash; four of the remaining members of the Master of Evil. To further the team's surprise, Simon Williams was also among the villains' number, though another glance at the ionic-energy man quickly told the Avengers that the former Master of Evil was not with Zemo again willingly, though whatever Simon's reason for being with the villains was, none of them could guess. At the moment, none of them really cared as to what Wonder Man's reasons for being with the Masters of Evil again were at the moment, as they were clearly dealing with another home invasion from the team of villains.

At least, that's what they all thought until Zemo suddenly announced, "Avengers…I require your assistance."

Hulk was not willing to listen to anything Zemo had to say, because at the moment, all he saw was someone to smash, and he immediately leapt forward with a mighty roar and tackled Abomination to the ground. As Hulk commenced landing blow after blow to Abomination, the other Avengers immediately reacted and charged their enemies, with Hawkeye firing off the three arrows he had notched so that he could give his three, close combat teammates so covering fire. The arrows did little good, as Mandarin easily blasted them to pieces with an energy blast from one of his ten rings before he hit by a spin kick from Sprint Samurai. Black Panther and Captain America left Ulrich to deal with the black armored villain, and immediately surrounded Zemo and Whiplash in case either of the two tried anything. Surprisingly, only Whiplash prepared to enter battle while Zemo just stood where he was with his hands behind his back, not doing or saying anything until Simon stepped forward with his hands up in a calming gesture.

"Avengers, wait," the Wonder Man pleaded, causing all the combatants to freeze in their tracks. "None of us are here to fight. Just…please listen to what Zemo has to say."

"Give us one good reason why we should," Sprint Samurai snapped as he kept a saber trained on Mandarin.

"There is no need for such an attitude, Samurai," Mandarin calmly replied. "As Zemo said, we require your aid."

"Yes. You are the aggressors here. Your monster attacked my monster," Zemo pointed out. If he noticed the glare that Ulrich was throwing him from behind his visor, he paid it no mind, as his attention was fully focused on his long-time foe at the moment, wondering what the legendary captain would do.

After another minute of staring Zemo in the eye, Captain America looked over to his giant, gamma-powered teammate and said, "Hulk, stand down."

Hulk just stared at Captain America for a minute before he slammed one last punch into Abomination's face and stood up to move back over to his teammates. "Now I'll stand down," Hulk grunted, exchanging a small smirk with Ulrich as he stood back.

Black Panther decided that now was likely the best time to get to business before anything else happened, and immediately stood at ease before facing Zemo and saying, "Someone is attacking your team."

"Yes," Zemo confirmed. "It would see that Amora the Enchantress has declared war on me."

"Why, Zemo," Captain America asked.

Zemo seemed to hesitate for a moment, as if he were thinking over the best way to word his answer before he finally replied, "She's chosen to blame me for the failure of her little scheme, and is now eliminating my team one by one, trying to find me."

Each of the Avengers present knew that was more than likely not the whole truth, as Thor had informed them of how Zemo had betrayed Amora just moments before they had destroyed the Norn Stones that had sent them into the various different realms that made up the world Thor lived in everyday of his life, but given what they had just learned, it did not really matter now, because if what Zemo said was true, then there was no telling what Enchantress would do to get to the former HYDRA leader. Add in the fact that the heroes would likely be the next ones that Enchantress would go after in her need for revenge if she managed to get even with Zemo, and working with the supervillain started to seem more and more like a good idea if it meant stopping the blonde sorceress. Before anyone could say any more on the matter though, the sound of repulsor jets reached their ears just in time for everyone to look up and see Iron Man come crashing in through the skylight with Wasp and Angel Guardian right behind him.

"It's over, Zemo," Iron Man shouted once he landed and raised a repulsor to the sword-wielding villain with Aelita readying an energy field right alongside him. "The Avengers…"

"Are just standing there doing nothing," Aelita interrupted when she finally noticed how none of her teammates were doing anything to so much as get ready to fight back.

When Iron Man and Wasp both turned to the rest of their team, they quickly saw that the pinkette was correct and immediately stood down so that they could throw the others the exact same look of confusion, while Tony voiced the question that was on all the minds of all three of the recent arrivals. "Guys, any particular reason you're not…avenging?"

"Heinrich here says he's giving up," Hawkeye replied, seeing this as the perfect opportunity to make it clear to Zemo what it would take for them to help him and the other Masters of Evil.

Zemo did not miss a beat on the matter as Iron Man, Wasp, and Angel Guardian all turned back to look at him with expressions that demanded an explanation from him before one of the three blasted him, and he immediately clarified, "In exchange for your aid in dealing with the Enchantress's wrath, we will surrender."

Aelita looked over to Ulrich and whispered, "So I'm guessing that means the mystery on who's taking out the other Masters is solved?"

"Yep," Ulrich nodded.

"Now, when does Thor arrive," Zemo inquired, halting all further conversation between the adoptive siblings and putting some pensive looks on each of the other Avengers' faces.

"I've got some bad news for you, Zemo. Thor's gone," Captain America instantly said, shocking the others a little at how quickly Cap was to reveal the fact that Thor was not with them at the moment. Zemo's reaction on to the news, on the other hand, was not surprising at all.

"What do you mean gone," Zemo shouted. "Only Thor can possibly withstand the Enchantress' magic!"

"Ahem, woman that has bested Enchantress' powers quite a few times in the past standing right here," Aelita coughed in response, clearly feeling a bit insulted that Zemo had forgotten about that.

"Why are we even discussing this," Iron Man demanded. "We should just blast them."

"And here I believed you held more competence than that, Stark," Mandarin scoffed in reply.

"Don't start with me, Khan," Iron Man warned his old foe, drawing a pair of confused looks from Ulrich and Aelita when they heard Tony address Mandarin by his real name.

"Enough! We do not have much time, as it is," Zemo revealed. "Zola gave the Enchantress a location. I've sent the Crimson Dynamo to delay her, but she will make him talk. She will come here next."

"You sent Dynamo to die," Ulrich snarled in disgust, his hands now itching to run one of his sabers through Zemo for taking such an action.

"That's what a team is for, yes," Zemo asked as though it were no big deal.

"Maybe from your twisted point of view, but not ours," Aelita snapped. "A real team watches each others' backs no matter what, and a real leader doesn't sacrifice his teammates needlessly whenever he feels like it suits him."

Zemo held Aelita's glare for a few minutes before he finally said, "As much as I would love to argue our views of leadership and team-mechanics, I should point out that you should be concerned with the Enchantress. Without Thor, you have no defense against her magic, even with Angel Guardian's powers aiding you."

Aelita was more than willing to argue that point once again, when Iron Man beat her to it, and said, "Don't be so sure. I've been analyzing Asgardian magic for months now, and I can neutralize it."

"Really," Hawkeye quietly gasped in surprised.

"In theory," Black Panther clarified just as quietly. Aelita honestly wished she could say otherwise, but having worked on the methods for neutralizing Asgardian powers along with Tony and T'Challa, she knew that the king of Wakanda was telling the truth on the matter. Of course, Zemo did not need to know that, and Tony was making sure that he did not.

"If the Enchantress is really coming after you, Zemo, we can use you as bait," Iron Man explained so that everyone was clear on his plan. "Lure her into a trap, a kind of magic dampener. She'll be powerless and then we can take her out, and unfortunately, save you."

Zemo placed his hands behind his back once more as he quietly ran Iron Man's plan through his mind. If Stark really did have a method for neutralizing Enchantress' magic beyond just the abilities of Angel Guardian, then this was more than likely Zemo's best option. It was not what he had been hoping for, but it was still better than the alternative option he had acquired, just in case. That did not mean he trusted any of the Avengers to actually save him though, at least, not for the most part. "Do I have your word," Zemo asked.

"Uh, yeah, sure," Iron Man replied, though with how casual it sounded, it was probably not all that honest.

"Not yours, Stark. His," Zemo clarified as he looked to Captain America, who had not let his glare slip from his old enemy since he saw him.

Captain America continued to stare at Zemo with that same, passive glare for a few seconds, until he finally said, "You have my word."

No one noticed how Aelita turned to look at Captain America in confusion after he had spoken, almost as though she had noticed something that the others had completely missed, and whatever it was, it seemed to really bother the young woman, but she decided to put it aside for the moment, reasoning that she could talk to the others about it later, and quickly walked over to her team when she saw that the two groups were huddling together for a private conversation between themselves. That did not keep her from throwing a few worried glances in Captain America's direction the entire time though, and such a thing did not go unnoticed by Ulrich for a second, but like Aelita, he put it aside for now, as there were more important matters to deal with at the moment.

"You're gonna make me stick to that, aren't you," Tony asked Steve once he had raised his helmet's mask up so that everyone could see his face. The only response he received was a silent stare that served as all the confirmation anyone needed.

That did not mean that Hawkeye was not going to say something against this deal though. "Look, we all know Zemo's not going to surrender. We have to expect a double-cross here," the archer stated.

"I could've told you that, and I wouldn't even need super hearing to do so," Aelita remarked in agreement.

"We should just smash them," Hulk growled as he punched a fist into his palm.

"Nice plan. How long did it take you to come up with that, genius," Hawkeye joked in response.

"I can smash you, too," Hulk growled to the archer.

"You want me to set them all up for you, Hawkeye included? I can do it in about three seconds, minimum," Ulrich offered with a smirk to the Hulk while Hawkeye just glared at Ulrich to say that he did not find that funny.

"The Enchantress must be dealt with, regardless of Zemo's duplicity," T'Challa intervened before the three's quarrel could go any further.

"Agreed," Tony nodded. "Panther and Angel, start setting up the trap. Hulk, you, Cap, and Wasp keep an eye on the Masters. Hank, you still down in your lab?"

 _"I haven't exactly thought of leaving after I heard who was at the door,"_ Hank replied.

"Good. I'll need you to keep an eye on everything and make sure that all the mansion's defense systems are primed and ready for when Zemo does double-cross us."

"And what about us," Hawkeye asked as he gestured between himself, Ulrich, and Tony.

Tony simply snapped his helmet's mask shut as he begrudgingly replied, "We're going to go save the Crimson Dynamo."

"Oh joy," Ulrich muttered, sarcastically before exchanging a nod of reassurance with Aelita before following Hawkeye to the hangar so he could grab his Overbike and Hawkeye's Sky-Cycle for the journey ahead of them. As they went though, Ulrich had to look to Tony and ask, "So the Mandarin's real name is Khan?"

"I'd rather not talk about it, and don't even think about making any kind of jokes about the matter," Iron Man told Ulrich, shortly. Ulrich just raised his hands in surrender and continued on his way to the hangar, but he did make a note to tell Spider-Man about this fact the next time he saw the web-swinger, assuming he did not try to kill Peter first.

* * *

The moon was not the only thing illuminating the icy tundra of the arctic, as explosions, lasers, and magic bolts also soared across the glaciers as a result of a battle between Crimson Dynamo and his two Asgardian opponents. A quick missile barrage from the large, armored villain forced Enchantress to raise a wall of ice in front of her and Skurge so that they would not be blasted, while simultaneously allowing Dynamo to finally land and unleash a barrage from the Gatling guns in his armor's hands. The blasts easily tore through Amora's ice barrier, but the blonde Asgardian was not going to let that stop her from obtaining what she desired, and she immediately waved her hand to command the ice beneath Dynamo to rise up beneath him and trap him where he was in a way that almost seemed like a massive hand had formed from the ice around him. Dynamo was thankful that at least one of his arms was still free, and he immediately raised it in order to fire the missile launcher in that arm's wrist, but unfortunately, Skurge managed to disable the weapon before Dynamo could even fire it with a few quick, precise shots from his new laser guns.

Dynamo just slouched in defeat at this point, as there was now nothing he could do to prevent Enchantress and Executioner from getting the answers they were looking for from him, a fact that Amora made quite clear as she and Skurge approached him so that they could interrogate him. "I have only one question for you, Crimson Dynamo, and I believe you already know what that question is."

"Is it 'where can I get green arm warmers on Earth', because I'd be worried about that if I were you," someone quipped from the sky behind Amora and Skurge, and the two Asgardians immediately spun around to see Iron Man, Hawkeye, and Sprint Samurai descending down on them from above, with the archer of the three firing a barrage of arrows the minute he had jumped off his Sky-Cycle, while Ulrich had his sabers ready to unleash a pair of powerful slashes the minute he was close enough to one of the two.

Enchantress immediately reacted on instinct and raised a magical barrier to protect herself from Hawkeye's arrows, but there was nothing she could do to keep Iron Man from tackling Executioner away from her, or prevent Ulrich from breaking her barrier with his initial pair of slashes. With Amora's barrier gone, Ulrich immediately lunged forward and swung his sabers out in another cross-slash that sent Amora stumbling back as she just barely avoided the blow, only to walk right into the area where Hawkeye had fired a trick arrow that caused the ice beneath her feet to suddenly become unstable enough to throw her onto her side. Executioner was quick to rise up again so that he could deal with the armored Avenger and aid Amora, and he started off by catching Iron Man's fist in his massive hand when Tony threw a punch at him. What he did not know was that he had done exactly what Iron Man had been hoping for, but he found that out quickly enough as a surge of electricity suddenly raced through the armor and into him.

Amora's glare only intensified when she saw the assault that Executioner was suffering from, and she immediately took her anger out on the samurai and archer that had just attacked her, forcing Hawkeye to jump behind a large slab of ice for cover while Ulrich did the same only after deflecting some of the first few blasts with his sabers. "This is none of your concern, Avengers! Stay out of…" Enchantress started to say, until she realized how the three were there in the first place. "Zemo," Amora smirked in realization. "He's gone to you for help, hasn't he?"

"I'm giving you one chance. Surrender," Iron Man informed Enchantress as he flew up behind her with both of his repulsors trained on the blonde.

"Humph. Pathetic," Enchantress chuckled. "Do you think you aren't on my list, too, Iron Man?"

Before the blonde could do anything though, she suddenly felt the cool metal of a blade being held against her back, and she turned her head just enough to see Sprint Samurai standing behind her holding her at the end of his saber. "Loki's plan has failed, Amora," Ulrich informed the blonde. "He's been thrown into a worse exile than the one he had been previously forced into. You don't have to do this. Just do what Iron Man said and surrender."

Amora's gaze narrowed at Ulrich's audacity for addressing her by her real name, but she managed to shrug it off and give another short chuckle as she said, "This has nothing to do with Loki, Samurai. This is personal, and don't think that you and your sister are safe from me, either. I will admit, I was hoping to deal with her first, but then again, maybe showing her your lifeless corpse will serve as a much better revenge before I end her life."

That immediately got Ulrich's blood boiling, because he would never stand for any threats against Aelita, as every one of the Avengers knew full well, but before he could do anything, the ice beneath him and Iron Man suddenly broke apart and lifted into the air, carrying the both of them with it while Hawkeye could do nothing more than watch in concern. The archer soon found something else to do, as the massive amount of ice soon came crashing back down on the ground, pelting Iron Man and Ulrich both as it came, until they were all consumed in a massive cloud of icy dust.

* * *

While her three teammates were fighting Enchantress and Executioner, Aelita was hard at work helping T'Challa set up the dampening device that they were hoping to neutralize the Asgardians' magic with, while Simon Williams watched in wonder and intrigue. As she was working though, Aelita was also keeping her super hearing trained and focused on both her teammates and their current houseguests in case anyone suddenly tried anything, but none more so than Captain America and Zemo. One could say that she was being paranoid to do so, but considering what she had heard earlier when Captain America had given Zemo his word that he would save his old enemy and that Zemo was the leader of the Masters of Evil, Aelita would argue that she could not be faulted for being as cautious as possible. The only downside to focusing most of her super hearing on the two men from World War II is that she had to listen to Zemo go on and on about how he knew that anyone on the Avengers other than Captain America would betray him in an instant, but she was a bit concerned when Cap did not say anything in response, not that he would really need to.

Aelita's attention was soon brought back to her current position when T'Challa paused in his work to contact Hank and say, "Please inform Captain America that we are ready for Zemo, Doctor Pym."

 _"They're already on their way down,"_ Hank replied from the observation room, having moved there from his lab as soon as Aelita and T'Challa had started setting up the dampener.

T'Challa nodded in response to this, knowing that Hank would see his reply through the security cameras, and then turned back to help Aelita complete the final touches on the device while explaining how it worked to Simon. "Asgardian magic is in many ways a science of its own, another form of energy manipulation," T'Challa said as he finished adjusting a part of the dampener.

"And this device can shut down the Enchantress' connection to that energy," Aelita finished as she typed a few sets of commands into the computer that was attached to the device.

"Think it'll work," Simon asked.

"I do," T'Challa confirmed. "Just as I still believe the Avengers can help you, Wonder Man."

Aelita shared both of the Black Panther's beliefs, but that still left something unanswered for her. "Why are you back with Zemo anyway, Simon," Aelita asked. "Panther told us that he had convinced you to help us when the Masters launched their little plan to open Earth to the other realms, so why would you go back to him?"

"I don't have a choice," Simon protested as he looked away from Aelita in shame. "The minute I found out Enchantress was after the Masters, I knew it was only a matter of time before she came after me, and she's part of the reason why I'm still alive right now. I was going to come to all of you, but Zemo found me first, and threatened to destroy me without any chance of coming back this time if I didn't help him."

Hearing that immediately broke Aelita's heart, as it was very clear that Simon did want to make amends for the bad things he had done and had been forced to do. That, coupled with the fact that so many bad things had happened to such a good man really allowed Aelita to feel sorry for Simon, and that served as all the more reason for her to reveal something very important to the man who had been turned into living, ionic energy. "You know, Tony's been working on finding a way to help you hold your energy form together ever since we found out you were still alive. We should know seeing as Panther and I have been helping him with it, and we just recently found a way to make it possible, thanks in large part to Tony's determination to not give up on you. He has found a cure for you."

"What," Simon gasped in shock, hardly able to believe what he had just heard, and the honest look on Aelita's face served as all the confirmation that he needed for this news.

Seeing that they had Wonder Man's attention, T'Challa quickly added in his own two cents for the topic, and added, "Zemo is an evil man, Simon Williams. I know that you are not, and we all know that Zemo is not going to surrender, and he more than likely will not keep his promise to not destroy you should he ever find reason to believe that you are of no use to him. Tell me, what do you think he is going to do?"

Simon looked down in thought for a minute, as he did know everything that T'Challa had implied that he knew, and he was also sure that the Black Panther probably did not need to ask him what he thought Zemo was going to do, because he was certain that T'Challa likely already knew his answer. Still, the idea that Stark might have a viable cure for him that could free him of the shackles that Zemo had on him seemed a little too good to be true, but given how certain Aelita was of the fact, he had to wonder if he was really willing to take a chance and put his faith in the Avengers based on the hope that they really could save him. Simon's head was running rampant with all sorts of questions, doubts, and concerns at this point, but he was soon forced to put them on hold when Zemo and Captain America finally arrived in the Avengers' training room.

"Impress me, Wakandan, child," Zemo ordered T'Challa and Aelita.

Simon exchanged a quick glance with the two, seeing that Aelita was obviously doing everything she could to keep herself from attacking Zemo for thinking he could order her around, before he moved aside and allowed them to explain the plan to the Masters of Evil's leader. "The plan is simple," T'Challa began. "When the Enchantress finds you here, I will activate the power dampeners from the observation room, with Doctor Pym standing by to do so in my place should something unexpected happen."

"No," Zemo refuted. "Not you. Captain America."

Captain America did not give any reaction to Zemo's request for him to activate the dampeners in T'Challa's place, but no one really had much of a chance to argue at all, as the mansion's alarms suddenly started blaring, drawing everyone's attention in an instant. _"Warning. Intruder alert,"_ .J.A.R.V.I.S. informed everyone.

 _"They're here,"_ Hank quickly confirmed an instant later.

"So it begins," Zemo mused aloud while Steve moved over to the observation room where Hank was already preparing the dampeners' activation system for him. The whole time Cap was leaving though, he never once noticed how Aelita's gaze was following him in concern, worry, and just a small hint of suspicion, the last of which Aelita never thought she would ever cast in Captain America's direction until now.

* * *

Up in the main entrance hall, Wasp was flying right between the Hulk and Abomination with Whiplash to her left as someone banged on the door, each of them ready for action the minute the person on the other side came in. As she flew over to the door handle to let the person in, Wasp could not help but think about how strange it was that Hulk and Abomination would now be fighting together after so many years of being enemies, but she knew that such thoughts were only going to distract her from the battle ahead of them, and immediately dashed away from the door as fast as her wings could carry her once the entrance to the mansion was open. The four were immediately moving from battle readiness to utter confusion when Chemistro ran into the building.

"Wait, weren't you made of gold an hour ago," Wasp asked in confusion after she had flown up into Chemistro's face.

Chemistro did not answer Wasp's reply, but instead pleaded, "Please, Avengers, you have to help. They're right behind me!"

True to his words, the minute Chemistro had given his warning, a missile suddenly came racing into the mansion, blasting both pairs of heroes and villains off their feet the minute it hit the ground between them. Unsurprisingly, the gamma-powerhouses of the group were more annoyed than they were injured, and when they saw Executioner walk into the building through the smoke that the explosion had whipped up with his new guns in hand, Hulk and Abomination immediately charged in to smash the massive Asgardian with everything they had. Thinking that it would be better to leave Executioner to Hulk and his long-time foe, Wasp quickly made her way over to Chemistro and hefted him up to his feet while slinging one of his arms over her shoulder so that she could carry the chemical villain down to the training room. A quick gesture to Whiplash allowed the redheaded villainess to understand that Wasp wanted her to follow the two out of the room, and thus Hulk and Abomination were able to start going on the offensive without any concerns.

Abomination was soon able to cause Skurge to lose one of his new guns, but was just as quickly knocked aside by the Executioner in a few simple blows. Seeing that one gamma-ray opponent was now dealt with, Skurge could not help but smirk with pride until he was reminded that Abomination was not alone in the fight due in no small part to the fact that Hulk immediately lunged at him with a roar. Executioner attempted to fire his gun, but the minute he pulled the trigger, Hulk grabbed the other end of the weapon and squeezed tightly, causing it to blow up in Executioner's face and said the Asgardian flying across the room when the weapon did.

"Sure you want to try this again," Hulk asked after he threw away Executioner's destroyed weapon and began to crack his knuckles in anticipation. "Last time we fought, all you lost was your axe. This time, it'll be worse."

Executioner's eyes immediately narrowed in anger at the reminder of how Hulk had managed to pry his trusted weapon away from him the last time they had met, and in no time at all, he was engaging Hulk in a rematch that the Asgardian had been waiting a long time for.

* * *

While Hulk and Abomination continued to fight Executioner, Wasp finally arrived in the training room with Chemistro and Whiplash in tow. "Guys, it's Executioner," Wasp alerted her teammates, Zemo, and Wonder Man. "The Hulk and Abomination are fighting him upstairs; he was chasing Chemistro."

Like Wasp, Aelita and Black Panther immediately noticed something was off in the fact that Chemistro was even here right now, but only T'Challa was able to do something about it thanks to the scanners in his mask's lenses, and after using those scanners on the people in front of him, he was easily able to reveal the reason why Chemistro's being there did not make sense. "That is not Chemistro."

No one was able to react before Chemistro suddenly shoved Wasp aside and then raised his arms above, allowing wave of greenish-yellow light to wash over him until he was revealed to be Enchantress in disguise. "It's over, Zemo," Amora declared once her disguise had completely dispersed. "Now you pay. Now you ALL pay!"

Black Panther, Whiplash, and Wasp were the first ones to react to Enchantress' decree, but their respective charges only lead them to end up being blasted aside by the blonde with ease. Wonder Man and Aelita then took the chance to try and blast Amora with their respective energy attacks, only for the blasts to be intercepted by the blonde. When Simon ceased firing his energy blast, he exchanged a quick nod with Aelita before he lunged into the air towards Amora while the pinkette continued her barrage of energy fields, but Enchantress simply waved a hand and caused a large of pillar to extend up from the floor beneath Simon until it had pinned him against the ceiling. Seeing this, coupled with the fact that Enchantress being here did not likely mean good news in the way of Ulrich's condition, was all that Aelita needed to cease her own barrage and instead focus her energy fields around her fists before she charged at the blonde as well, only to end up in the same position as Simon. The only difference between how Enchantress had stopped Aelita compared to how she had Simon, was that Amora had made sure to have Aelita's mouth covered in the process, thinking that doing so would prevent Aelita from using her creativity powers.

Seeing that there was now no one else to stand in her way, Amora finally turned to Zemo and scoffed, "Did you really think the Avengers would fare any better than your worms?"

"Yes. Activate the dampeners, Captain," Zemo replied in confidence. When nothing happened though, Zemo quickly began to worry a little. "Now, Captain," Zemo shouted as he started to back away a little, but still, nothing happened. "Doctor Pym, why is Captain America not activating the dampeners," Zemo demanded, but he was quickly surprised to hear just as much of a response from Hank as he had from Captain America, and when she saw and heard all of this, Aelita's concern immediately skyrocketed, and she quickly focused her super hearing on the observation room.

After listening for a few minutes, Aelita found Hank's heartbeat and the sound of the former Ant-Man's breathing , and just as quickly discovered that both were at the rate one would expect if they were either knocked out or sleeping peacefully, and such a thing was just as worrying to her as the fact that Captain America's breathing rate and heartbeat were both completely normal, like the super soldier was just standing there and watching what was happening without a care in the world. Aelita could not begin to guess or even fathom the reason why Steve would be doing such a thing, or why Hank was unconscious, as she could quite clearly hear Hulk and Abomination still fighting Executioner upstairs without even trying to focus her hearing, but she was quickly brought back to the situation before her when she saw Zemo finally end up backing into a wall as Enchantress raised a hand towards him with a spell at the ready.

"Captain! Doctor Pym," Zemo desperately shouted one last time as he backed into the wall, but when he received no reply once again, he immediately seemed to calm himself a little, and reached into his bag as he said, "Disappointing."

Aelita barely noticed when Mandarin suddenly teleported into the room from wherever he had previously been and then raise his one set of his five rings towards Enchantress, as her eyes had become completely focused on Zemo when she saw the object the leader of the Masters of Evil pulled out was actually a Norn Stone, which was glowing a bright orange color, but what she found even more surprising was the fact that Enchantress had frozen in her tracks when she saw Zemo holding the Norn Stone towards her, almost as though Amora was afraid of what Zemo would do with the Asgardian artifact. "Your life was forfeit the moment you betrayed me, Zemo, but what you do now, you jeopardize all the nine realms," Amora warned the former HYDRA leader. "By using the last Norn Stone, you risk breaking down the walls to Musphelheim itself. Even Loki dared not use it."

That quickly set off warning bells for Aelita, and she was certain that it was doing the same for almost every other Avenger that heard her, because something that scared Loki was obviously not something that any sane person would dare to mess with. Then again, considering his current situation, Zemo was clearly desperate enough to take any risks if it meant keeping himself safe from Enchantress' wrath. "This stone can protect me from your magic, that's all that matters," Zemo retorted to Amora, immediately proving that he was indeed just as desperate as he seemed to be.

Amora's gaze immediately narrowed in a hateful, infuriated scowl, but it quickly turned to shock when Mandarin suddenly lowered his hands and began to back slowly back away from the two. "What are you doing, Mandarin," Zemo demanded.

"I may desire goals that are similar to yours Zemo, but I am not so foolish as to tamper with something that even a god would fear," Mandarin replied, and he then turned towards the still imprisoned Aelita so that he could address her. "Make no mistake, Angel Guardian, we will meet again and settle our score another day, but for now, I shall leave you to attempt to survive the chaos that these fools would unleash upon us."

Everyone was instantly blinded for a moment when Mandarin vanished in a flash of light, but before anyone could wonder what had just happened, a rumbling sound reached Enchantress and Zemo's ears, prompting them to turn her gaze away towards the ceiling just in time to see Wonder Man break free of the pillar he had been trapped in. After descending to the floor, Simon was ready to attack both Enchantress and Zemo if necessary, but everyone's attention was drawn away from the two when Hulk and Executioner came crashing down through the ceiling, still grappling with one another as they did.

"Executioner, I need you," Amora immediately shouted when she saw Skurge, and the minute his gaze found Amora and Zemo, along with the Norn Stone that Zemo was holding, he immediately kicked the Hulk off of him, and quickly grabbed hold of the Hulk's arm before tossing the jade giant into Simon and through the wall that separated the training room from the observation room. Aelita's eyes widened once more when she heard Captain America grunt in pain, no doubt because Hulk and Simon had collided with him after they were sent through the wall, but she immediately snapped her eyes shut and began trying to focus her creativity powers so that she could break free, which was not as easy since she could not sing the song that usually accompanied said powers.

"Give me the Norn Stone, Zemo," Enchantress demanded as she turned her attention back to Zemo, never noticing how Aelita was now trying to hum the tune as opposed to singing it.

"My pleasure," Zemo replied, and a minute later, a massive burst of what appeared to be orange-colored lightning surged forth from the stone towards Enchantress, but the blast ended up never reaching the blonde, as Executioner immediately threw himself in the path of the blast. When Zemo's attack finally ceased, Aelita's focus was quickly derailed when she saw Executioner stumble for a moment and then fall flat on the ground.

Zemo was not surprised by Executioner's actions, but he was still thrown off by it just enough for Enchantress to be able to race over and slap the Norn Stone out of his hand before she hoisted him up by the front of his shirt while leveling a very enraged glare at him and snarling, "None may touch me."

Amora was now certain that nothing would keep her from destroying Zemo, but that certainty was quickly replaced with annoyance, as an arrow suddenly struck her crown before releasing a surge of electricity throughout her body. While it did not really hurt all that much, it was still enough of a surprise to cause Enchantress to release her hold on Zemo just as Hawkeye dropped down into the room with Iron Man, Sprint Samurai, and a very battered Crimson Dynamo right behind him. "Touch," Hawkeye quipped as Ulrich raced over and freed Aelita from the pillar that was holding her, much to the pinkette's smiling relief.

Enchantress just roared in anger as she pried the arrow off of her and then knocked Clint out with a blast of magic, but she was unable to strike Iron Man, Crimson Dynamo, Ulrich, or Aelita before the four had managed to surround her on all sides. Using the blonde's distraction to his advantage, Iron Man immediately shouted, "J.A.R.V.I.S., activate the dampening field, now!"

Seconds later, the room was lit up with the blow glow of the device that Aelita and T'Challa had spent so much time setting up, and a minute after the light faded, so did the greenish-yellow energy around Enchantress' hands that signified the use of her magic, much to Amora's astonishment. "No. No," Amora protested in disbelief before she turned to glare at Iron Man. "What have you done?"

"I turned off your magic," Tony boasted with pride as Wonder Man, Hulk, and Captain America entered the room while Aelita took the chance to glance over to the hole that led to the observation room and see that Hank was unconscious, just as she had suspected. Aelita was concerned about what had happened to Hank, but she knew it would have to wait as Tony told Enchantress, "Just come along quietly, I don't want to have to hurt you."

"I do," Zemo stated. "Dynamo, Wonder Man, destroy the Avengers!"

While Dynamo had immediately done as Zemo asked, Wonder Man did not even attempt to raise his hand against any of the heroes as the armored villain attacked them. Of course, Simon did not do anything to help the heroes either, as he was just as surprised by the suddenness of Zemo's double-cross as they were, and he ended up watching as Iron Man was blasted away by Dynamo's assault, while Captain America and Angel Guardian were just barely able to raise their energy shields in time to protect themselves. Sprint Samurai somehow managed to raise his sabers in time to deflect Dynamo's blasts as well, but since he had not been expecting the sudden attack, he found himself unable to keep up with the blasts, and was soon knocked off his feet by a shot that got past his guard. Thankfully, Ulrich managed to roll back to his feet and blast away with his super sprint just as the Hulk attempted to tackle Dynamo in retaliation. The gamma-hero's efforts did not do much for the other Avengers, as he ended up being blasted away by a missile barrage in the end, and nearly colliding with Captain America had the super soldier not managed to leap over his large teammate at just the right time.

At that point, Captain America had joined Ulrich in his charge towards Dynamo, both raising their respective weapons in defense until they were close enough to attack him, and then keep him distracted long enough for Iron Man to join the fight, but by then, Simon's attention had diverted from the heroes battling Dynamo and over to Enchantress and Zemo as they circled one another, with Aelita waiting off to the side as she prepared an energy field for action at a moment's notice. When she notice Simon was just standing there watching, Aelita knew that Simon was feeling torn on what he should do now, and she immediately looked to the Wonder Man and gave him a confident look that clearly communicated that she was still certain that Simon would do the right thing, even if it was at the cost of his life. That single look that communicated so much was all that Simon needed to finally make his decision and turn a powerful glare onto the person he should be fighting right now, and more than likely, should have been fighting all along.

"Goodbye Amora," Zemo shouted as he whipped out his sword and pointed it towards the blonde Asgardian, only to suddenly find it blasted out of his hand by an ionic energy blast. Turning to the source, Zemo immediately leveled a powerful glare along with Amora's look of surprised shock to see that Wonder Man had been the one to blast Zemo's blade out of his hand.

"Enough Zemo," Simon shouted. "I'm not going to stand by and watch any more. I'm not going to let you hurt anyone else because I'm afraid!"

"Then let's take him down together, Simon," Aelita shouted, drawing the two villains' attention to her as she swooped down and delivered a powerful energy fist right into Zemo that sent him flying.

Simon just exchanged a smile with Aelita before he charged up his own energy powers and said, "Haven't you heard by now, Angel Guardian? The name's Wonder Man."

Aelita just happily shrugged in response, even though she was a bit glad to hear Simon say that name with pride instead of shame now, and prepared to attack Zemo once again alongside Wonder Man, when a sudden explosion knocked all three of them away from where they were standing. Looking to the source, Aelita quickly saw that the dampener had been destroyed by one of Crimson Dynamo's missiles, and from the way he was standing, it was clear that the missile had been deflected towards it by Captain America. What was not clear to Aelita though, was whether or not it had been intentional, but at that point, it did not matter, as Enchantress now had her powers back and was using them to draw the Norn Stone to her.

Simon did not even need to wait for Iron Man to tell the other heroes to stop Enchantress, as he had immediately lunged toward the stone and swiped it away before it could be secured in Enchantress' grasp. After exchanging a quick look with Aelita and receiving a nod from the pinkette in reply, Simon immediately tossed the stone into the air where Aelita blasted it to pieces using a massive energy field that she had used both hands to form. The minute Aelita's large energy blast had hit the stone, everyone found themselves caught in a brilliant explosion that sent them all flying, and while the most of the others were all knocked out by the explosion, somehow, Ulrich and Aelita managed to barely maintain consciousness for a few seconds.

Those few seconds were all that either of them needed to see Captain America move to stand over Zemo, as though he had not been hit by the explosion at all, and then exchange a few words with his old foe that they could not hear due to how they could feel themselves slipping into unconsciousness. However, they were able to pick up a few things that the two had said, starting with how Zemo stated that Captain America would have let Enchantress destroy him, and Captain America then replying how Zemo had no idea about something that they could not hear before he knocked Zemo out with a hard kick. Just before the two Lyoko Avengers lost consciousness completely, the both of them could have sworn that they saw Cap's shadow suddenly change into something with pointed ears and shoulders, almost as though their friend had changed into something that was not human at all.

* * *

It was early morning by the time any of the heroes had regained consciousness, but thankfully, they had regained consciousness before any of the Masters of Evil had, giving them plenty of time to transfer the villains over to S.H.I.E.L.D. so that they could be brought into custody while also confirming that there was no sign of Enchantress anywhere. Once they had all the villains removed from the premises and got Maria to agree to leave Simon with them for the moment, or at least until Tony had administered the cure he had cooked up for the Wonder Man, Aelita quickly checked Hank over to see if he was alright. Thankfully, Hank said that he had only received a hard hit to the head, but unfortunately, he did not remember how it had happened. Captain America said that Enchantress must have noticed them in the observation room and used some sort of spell to knock him out, and while the other Avengers seemed to accept that reasoning, Aelita did not buy it for a minute, as her super hearing picked up on the same thing they had when Steve had given Zemo his word that he would save him.

"As horrible as that went, we didn't do too bad," Tony remarked as he came into the lounge where the team had all gathered together while running a towel over his head, signifying that he had just come out of a long shower. "We got Zemo, Abomination, Whiplash, and Dynamo. Executioner's locked up, too. The Masters of Evil are pretty much done."

"Yeah. Even though Mandarin got away, we're still awesome," Ulrich boasted with a smirk as he exchanged a small fist bump with Hulk while Janet flew up to sit on the jade giant's shoulder with a bright smile on her face. Of course, that smile immediately turned to into a small laugh when Ulrich found himself shaking his hand a little due to Hulk punching it a little too hard, but regardless, he still managed to smile at the big guy, nonetheless.

"And we're alive. There's that," Hawkeye pointed out as he checked over one of his remaining arrows.

"Because of Wonder Man," T'Challa pointed out. "With the Norn Stone's power, the Enchantress may very well have been unstoppable."

"He's right. You saved us all, Simon, so…thanks," Aelita smiled to the ionic energy man in question, getting a sheepish, modest smile in response from Simon as he just waved it off like it was no big deal.

"Speaking of Enchantress, do you think she's gone for good," Tony asked. All the happy expressions immediately fell completely, while every hero in the room just replied with a silent look that just screamed their doubt to the world over such an idea, prompting Tony to reply, "Yeah, me neither."

"Another problem for another day," Aelita shrugged. "Let's just be glad that we managed to accomplish what we did and get some sleep so we can focus on tomorrow's big goal: Getting Simon back to his old self."

Simon's expression instantly became pensive when Aelita said that, and he asked, "About that…Stark, this cure of yours…do you think it'll take away my powers?"

Tony was surprised to hear that question, but after thinking for a minute, he replied, "I…actually don't know. When I was developing that cure, my main focus for it was to allow you to regain solid form, so I can't really say one way or another if you'll keep your powers afterwards. Why?"

"Because…I want to make up for what I did," Simon replied. "I want to use my powers to help people, like I had done before this had happened to me. Maybe…be a hero and save lives, like you guys do, as Wonder Man."

"Simon, it's great that you want to do that, but you have to remember that you also committed a few crimes while you had those powers, so you'll have to answer for them," Hank reasoned. "Besides, you're an inventor, not a law-enforcement agent."

"Neither are most of us, and yet it doesn't stop us from being Avengers," Ulrich pointed out.

"Look I know it'll take time and that it won't be easy, but I just…I want to help any way that I can, and I think I can help the most if I was able to keep these powers," Simon explained. "I'm not asking to join the Avengers or anything; I'm just asking if you all will let me be a hero like I probably should've tried to be from the start when I first gained these abilities."

Everyone fell silent at that point, as they could understand where Simon was coming from. He was a good man that had been dealt a bad hand in life for a long time, and now he had a chance to help people with the powers he had been given, but at the same time, there was also a chance that he might lose those powers as well. None of them were sure what Simon would do if he did lose his powers, but some of the team was fairly confident that Simon would still take the right path if he did and just try to help people by being the good man they all knew him to be. In the end, Tony decided that it would probably better if they dealt with the matter after they all got a good night's sleep, as there was really no way to know for sure whether or not Simon would still have his powers after receiving the cure until after he had been given it, and they all had to give a tired agreement to that before they dispersed.

Of course, not everyone went straight to their rooms to get some sleep, as before he could get to his own room, Ulrich found himself being pulled aside by Aelita until his adoptive sister had dragged him into the sanctuary of her own room and closed the door behind them. "Aelita, is something wrong," Ulrich asked when he noticed how worried Aelita seemed to be.

Aelita did not respond for a minute, as she was using her super hearing to make sure that there was no chance of anyone overhearing them, and once she was sure, she turned to Ulrich and said, "Yes. Something is wrong…with Captain America."

"What? What're you talking about, Sis," Ulrich asked in confusion. "I know he's been acting a little weird lately, but…"

"It's not just that," Aelita interrupted. She took a deep breath and said, "You know how Tony ended up being the one who activated the dampener? Well, we had the perfect opportunity to do so long before you guys showed up, and Zemo had requested that Cap would be the one to do it. We didn't have time to argue because Enchantress and Executioner showed up right after he had said that, but when Zemo gave Cap the signal to activate the dampener, he didn't do it."

"Well, maybe the same thing that happened to Hank had happened to Cap as well," Ulrich reasoned.

"No, it didn't," Aelita denied, and she quickly went on to explain her reasoning for thinking that. "You know how your breathing and heart rate speed up or slow down based on certain conditions, like if you're lying or sleeping, well I used my super hearing to find out that Hank was unconscious because he was breathing slower than usual, but Cap's breathing and heart rate were all completely steady, like he was just watching without a care in the world."

"…That doesn't sound like Cap at all," Ulrich finally admitted after thinking over what Aelita was implying for a minute. "I mean, he gave Zemo his word that he would save him before the whole thing went down."

"That's another thing," Aelita revealed. "When he did promise Zemo that he would save him, Cap's heart rate increased just enough to show that he was lying. When I heard it the first time, I was just concerned, and thought that Cap was just saying that to get Zemo to cooperate, but Steve would never do something like that. And just a moment ago when he was telling us what he thought happened to Hank, his heart rate increased again in the exact same way."

"Are you sure about that, Princess. This is a pretty big accusation to make," Ulrich pointed out.

"Ulrich, after living with all of these guys for as long as we have, I would find it strange that I would not have the sounds of their regular heart and breathing rates memorized to the point where I would be able to register even the slightest change in them to indicate whether or not someone is lying," Aelita reasoned.

"Which is part of the reason why we never let you join in on poker night," Ulrich mumbled to himself, getting a small glare from Aelita in response to signify that she had heard that. Ulrich just raised his hands in apologetic surrender before his expression turned serious again and he said, "If what you're saying is true, then what're we supposed to do? I mean, it's not like we know of any reason why Cap would be like this right now."

"I don't know, Ulrich," Aelita replied sadly. "But whatever we do, I think it's safe to say that we probably can't trust Cap so easily right now with certain things. For now, let's just keep an eye on him, in case something else happens."

"Good idea, and if we do find something out that would explain all this, we'll let the others know as soon as possible," Ulrich nodded. When Aelita nodded in reply, Ulrich turned to leave, only to pause at the door and turn back to shoot Aelita a small smile as he said, "Don't worry, Sis. We'll figure out what's going on soon. I promise."

Aelita smiled in thanks to Ulrich and then let her adopted older brother leave the room before finally changing into her nightwear and turning in for the night, knowing that she would be in for quite the day tomorrow, and in every day that was likely to come afterwards.

* * *

 ** _AN: Okay so, who here thought that I was gonna let all the Masters, besides Enchantress, get caught? Well, sorry to burst your bubble, but Mandarin is still out there. I mean, come on, if I had all these guys get captured then we'd be short some major super villains for when we really need them. Not saying that we won't eventually see a few of these bad guys again, despite the fact that a lot are going to end up in Forty Two, but I just had to have Mandarin bail out at the point that he did. I can't really say for certain if he would've bailed for the reasons I gave him, but I just feel like he would do as such. Also, before anyone asks, yes, Mandarin is Gene Khan, like in Iron Man: Armored Adventures, and there's a whole story behind that which Tony would rather not talk about. I'll leave it to your imaginations as to what it is._**

 ** _Moving on, yeah, Wonder Man's survived and he's going to be given a cure, while at the same time, he wants to keep his powers so he can be a hero and help make up for the wrongs he had committed. No, this is not him asking to join the Avengers, nor is he going to in this story. Whether or not he does in the future though, that is hard to say at the moment, but we'll see a bit of Wonder Man fighting the good fight next time, along with a few other things._**

 ** _Also, I'm honestly not sure whether or not Aelita can use her creativity without actually singing that song herself, because I've often seen her use said powers while talking to someone else, and the song was still going, but for argument's sake in this case, I'm just going to stick with that idea for how this had played out this time._**

 ** _Okay so, I think that's just about everything I wanted to mention._**

 ** _Aelita: What about how Ulrich and I have suddenly become suspicious of Cap?_**

 ** _AN: Oh right, that. Yeah, I just figured it would make sense for at least one of the two to notice that something was off about the Skrull-Captain America, and this was the perfect point to cement that concern. They don't know anything for certain about it, but they are keeping an eye on him all the same, and that will come into play further a little down the line from now. If you don't know when that will be, then I'll leave you to try and guess for yourselves._**

 ** _Well, now that's everything, so Onto the Preview!..._**

 ** _Wonder Man is administered the cure, and the mystery as to whether or not he would be able to keep his powers is solved as well. While Aelita and Maria then go on to keep an eye on the fully restored Simon Williams, with Spider-Man and White Tiger acting as backup, the other Avengers find themselves taking a moment to rest and discuss some matters that they feel need to be discussed. What will unfold over the course of the next couple of days for our heroes? Find out next time in…_** **Chapter 5: Wonders Never Cease** ** _._**

 ** _Yeah, I'm not expecting a lot to happen next chapter, but I'm still...relatively certain that it will be a big thing. Until then..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	5. Wonders Never Cease

_**AN: Okay so, this chapter was actually a bit more difficult to write than I had expected it to be, but at the same time, it was still pretty fun to write as well, given what happened this time.**_

 _ **Hawkeye: Yeah, a lot did happen, not that most of us really did all that much beyond small appearances that were only like a paragraph long, or just didn't appear at all.**_

 ** _Wasp: Why are you complaining? The only ones who didn't appear in this chapter were Hulk and Captain America, and at least the latter got mentioned._**

 ** _Hawkeye: Well I'm just saying, it doesn't really seem fair on who this chapter ended up focusing on the most. Then again, I'll admit that I'm a little anxious to get to the point where we end up going to..._**

 ** _AN: DAH! SPOILER! [hits control]_**

 ** _Hawkeye: Aw crap, not again! [suddenly gets run over by a runaway train]_**

 ** _Ulrich: You know, it's times like this that I'm glad that these author's notes are like Looney Toon cartoons in the sense that we can't really be hurt or die so long as we're in here and in this studio, because I do not envy Hawkeye's fate just now if it were otherwise._**

 ** _AN: Well, no point in keeping everyone waiting any longer. Avengers, to the chapter!_**

 ** _I do not own anything from any of either the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **Chapter 5: Wonders Never Cease**

As it turned out, since the conflict against the Masters of Evil and Enchantress had carried so late into the night, the Avengers ended up having to post-pone giving Simon the cure until the day after next, since they were all still too exhausted to really do all that much without nodding off every few minutes or so, and since no one wanted to try and perform such an important procedure without an adequate amount of rest, everyone agreed that waiting another day so that they could all get some proper sleep was a smart decision. Although for some Avengers, that rest was not so peaceful. Aelita was still reeling over what she had discovered in regards to Captain America, and as a result, both her conscious and subconscious minds were keeping her awake with thoughts and ideas of just what could be wrong with the super soldier. Some were actually rather practical, like stress or even a shapeshifter having replaced Steve without them even knowing, while others were quite crazy even by the standards that her life had now taken on, like Captain America had been replaced by an evil twin that none of them had known about or X.A.N.A. had somehow returned and taken over Cap without anyone even knowing. That last one was probably the most ridiculous of ideas that Aelita's mind had conjured up, so she cast it aside the instant it had come to mind. Of course, Aelita was not the only one who had trouble sleeping that night.

The other person who had difficulty sleeping was actually Ulrich, but it was only partially because of the same reasons as his adopted sister. The other reason was because every few nights or so, he had been plagued with nightmares very much like the one he had the night after the Avengers had taken down HYDRA and A.I.M., and every time, they always involved Odd in some way. Ulrich was sure that the nightmares were just that, as many of them depicted his friend carrying out assassination missions or some other variety of serious crime that would land a person on S.H.E.L.D. or any other government agency's most wanted list, and such things were just not something that Ulrich could ever imagine his late best friend being able to think of doing, let alone actually doing, but every so often, he found himself wondering again if Aelita was right to suggest his nightmares were like the visions she used to have after she had first started living on Earth with the rest of the Lyoko Warriors, because a number of those dreams seemed a little too real for his liking.

Despite the sleeping troubles of the Lyoko Avengers, they were still more than able to be reasonably well-rested when it finally came time to administer the cure to Simon. Of course, the only ones who would be doing the actual administering would be Tony, T'Challa, Hank, and Aelita, but some of the other Avengers still came to the lab Stark had set up for this specific purpose as a show of moral support for the Wonder Man. From where he was sitting in an observation booth with Janet and Hawkeye, Ulrich could hear Tony and Hank explaining how the process would work, but most of it ended up going over their heads, so they simply elected to just smile and nod until Ulrich finally decided to say, "Tony, stop with the scientist speak and explain it to us like we were all Clint."

"Hey," the resident archer lightly snapped as he gave Ulrich a small slap in retaliation for the jab.

Tony silently rolled his eyes at Ulrich in response before he did as requested and dumbed his explanation down a little so that the others could understand. "Simon's body is living ionic energy, and that stuff is usually very unstable without some kind of harness or something that would keep it stabilized, which no one has discovered yet, including Simon, who, ironically, is actually the world's leading expert on the subject. The only reason that Simon had remained stable as long as he had the first time he appeared before us as Wonder Man, was because, according to Aelita, M.O.D.O.C. had accidentally fired one of his mental bolts into the stream of ionic energy that A.I.M. had been pouring into him. After we heard about that, T'Challa, Hank, and I tested how a similar energy pulse would affect the ionic energy that Simon's body is now made up of, and about ninety percent of the tests came back with positive results."

"Define 'positive results'," Janet requested.

"Most of the tests came back with Simon's tissue samples being completely free of ionic energy," Aelita replied. "The worst of the remaining ten percent was actually that there was still a residual energy trace of ionic energy in the samples, but not to the point where Simon's body would become unstable to this degree again. That's part of the reason why we're not sure if Simon will be able to keep his powers after he's given the cure."

"Even so, the decision on whether or not we do this is still yours, Simon," Hank told the ionic man in question. "If you don't want to do this, then just so say so."

Simon did not even hesitate before he gave his answer. "Being like this has allowed a lot of people to force me to do what they wanted, and every time it's been things I'm not proud of. I want to make things right, and even if that does means losing these powers completely then I won't complain that much. I want this Hank, so hit me with your best shots."

The scientific geniuses of the Avengers all nodded in reply to Simon's request, and Tony and Hank quickly assumed their positions at the consoles they would be using for the administration while T'Challa and Aelita helped move Simon into position and then secure him there, both for his safety and that of everyone else. Once Simon was fully locked into position, Aelita and T'Challa stepped back and gave Tony and Hank the signal to proceed. A few command codes, flipped switches, and pulled levers later, and the machine hummed to life, encompassing Simon in a bright burst of red light. At first it was nothing too spectacular, but eventually, the light grew so intense, that anyone who was not wearing protective goggles or a visor like Ulrich and Aelita's was forced to shield their eyes. When the light finally faded, Aelita only caught a small glimpse of Simon before a familiar hand was suddenly covering her eyes.

"Ulrich, move your hand," Aelita snapped. "I can't see!"

"That's kind of the idea," Ulrich stated.

"Well I need to see if it worked or not!"

"Well, you'll be happy to know that it did," Tony reported.

"So then why is Ulrich covering my eyes," Aelita asked.

"Because he's naked," Janet revealed, as she had also covered her eyes immediately after turning her head away the minute she saw Simon's undressed form exposed for all to see.

That was all the information that Aelita needed to slap her hands over Ulrich's so that her eyes were covered when Ulrich finally removed his hand, and she made sure to keep said eyes covered until T'Challa and Tony confirmed that Simon was well covered now. When she uncovered her eyes, she gave a large smile of relief when she saw Simon had indeed been restored to his original human self. The only exception to this fact was that his once blue eyes were now dark red, much like they were in his ionic form. Thinking that was probably a sign that Simon still had some of his powers, Aelita had to ask, "How do you feel, Simon?"

Simon looked at his human hand for a minute, as if he was still absorbing the fact that he had been restored to human form once again, before he finally clenched said hand in concentration until a small sphere of ionic energy formed around his hand. "Human…and yet, still pretty wondrous," Simon finally answered.

"Not surprising," Hank stated, drawing everyone's attention to him. "According to these scans, you do still have a small trace of your ionic abilities, but not to the same degree as they were before. I wouldn't recommend going after supervillains or really anything like that until you know what your new limits are, Simon."

"Don't worry; I don't plan on doing any crime fighting until after I've gotten my regular life back together," Simon reassured everyone, eliciting a few, silent sighs of relief from everyone in the room once they had heard that.

After letting it all sink in, Tony finally walked over to the newly restored Simon Williams, slapped an arm around his shoulder, and said, "Well then, let's get you some normal clothes and see what we can do about that. After all, last I checked we are still business partners."

Simon smiled in response to this and immediately followed Tony out of the lab so that they could do just that, with everyone watching the two depart with smiles on their faces before they also left to carry on with their own business for the day. Of course, that did not mean that everyone was willing to just say everything involved with Simon was over and done with, as there was still a few things that had to be taken care of in regards to the former Master of Evil.

* * *

It was another full day before Simon had received a clean bill of health saying that he could return to his normal work, but the fact that he had to wait a little longer before he finally suited up and walked back into his company's main building did very little to dampen the former Master of Evil's mood, as evidenced by the small skip in his stride as he walked in through the front doors of Williams Innovations for the first time in what felt like years for him. There were really only two things that could put a dampener on his good mood at the moment to be honest, and the first was what he had learned about the new limits of his powers. While he could still manipulate ionic energy and use it to enhance his strength, fly, and shoot energy blasts, he was no longer able to use the energy to increase his size and mass in the same way that Janet and Hank could when they used their size-changing powers to go big, not that he was really complaining that much, as he always felt that doing so made him feel like a school bully that was towering over the little guys on the playground. The other thing that would dampen his good mood was the fact that both the Avengers and S.H.I.E.L.D. had insisted that someone would watch him for his own safety, just in case there was ever a moment where it seemed like the antidote was not working as well as it should have been, or if he ever suddenly felt a need to become a criminal again. He could not really blame them for being cautious, and he accepted the reasoning behind the need for having a guard at the moment, but he did not like the memories that came back to him when he thought about why he needed someone watching him in the first place. He was just glad that the Avenger watching him was someone he had come to know quite well.

"Are you sure you're okay with doing this, Angel," Maria asked the pink-haired Avenger for what seemed like the twentieth time that day as they both followed Simon into the building, both decked out in their respective uniforms, or at least the one that Aelita wore when she was not in her virtual form, visor included.

"Considering that Simon was able to cause one of my energy fields to go off in my hand and make it hurt more than I had expected it to, yeah, I'm pretty sure," Aelita reasoned. "Besides, I really want Simon to be able to have a better life after all that's happened to him."

"Yeah, I really can't apologize enough for that, or any of the other things I did to you, your brother, and the other Avengers," Simon said as he jumped into the conversation just as the three had reached the elevator to his office.

"It wasn't your fault, Simon…well, not entirely at least," Aelita reassured Simon once again. "Let's just call it water under the bridge and leave it at that."

Simon smiled in thanks for that as the elevator dinged to signal their arrival, and he quickly opened the doors to welcome the two women to his office. Looking around at the workspace, Aelita could not help but note how much different it was from Tony's office at Stark Tower, though that was more than likely because it was a bit smaller than Tony's office. In addition, it was also rather simple in comparison, nothing too extravagant aside from the view of the city that was provided, but at the same time, it was still something that one would expect from the office of a company's CEO and owner. After the two women finished glancing around, Maria finally turned to their host and said, "This is actually rather impressive, Mister Williams, but would you mind telling us what you plan to do now that you're back in your old workspace?"

"I've actually gone over a few ideas with Tony already," Simon revealed. "He thinks that the ionic energy projects we've been working on here could have the potential to accomplish some of the things that even ARC Reactor technology can't, or even work as a viable alternative source for his ARC Reactor tech should it ever fail completely."

"That would make sense," Aelita mused aloud in thought. "If what I've seen you do as Wonder Man is any indication, then combining ionic energy with ARC Reactor tech could potentially open up an unknown amount of doors in multiple scientific areas, and not just in the energy race either."

"Exactly," Simon nodded in reply. "Energy may have been this company's major initiative, but we have done research into what else our research could accomplish in other fields as well."

"Somehow I don't think I can see how the stuff that made you into Wonder Man could help in something like the medical field," Maria remarked, ever the skeptic.

"Well to be fair, I don't think anyone saw how the ARC Reactor could be used for medical purposes either until Tony proved otherwise," Simon countered with a smile, getting a polite shrug of admittance in reply from the acting director of S.H.I.E.L.D. in response. "What I'm really excited about though, at least on a personal level, is this."

Tapping a control on his desk, Simon immediately brought up a holographic image of what looked like a body suit that was mostly dark blue with red highlights on the legs and arms, and was rounded out by red boots and gloves. The various highlights on the suit's shirt connected directly to what appeared to be a large, red "W" on the chest, and the only headwear that the outfit seemed to possess was a pair of dark red goggles that the two women had initially mistaken for sunglasses. From what the two women could tell, it seemed as though the suit was originally designed to be a new kind of hazmat suit for dealing with areas that had high levels of radiation, but from the readings that they could both understand, it had been heavily modified to be focused on ionic energy.

After looking over the suit for another few minutes, Aelita finally looked up and asked, "What exactly is this, Simon?"

"This, Angel Guardian, is a modified version of what I called the ion suit," Simon revealed. "We used the original versions all the time whenever we were experimenting with ionic energy or really just any of our energy research, but after a little help from Stark, I've been able to start modifying this one for my uses. Think of this as my new Wonder Man suit."

"So basically, you're following Stark's lead and building a nuclear powered suit of armor," Maria clarified what she was hearing.

"The Iron Man armor's not nuclear," Aelita quickly reminded Maria.

"And this isn't a suit of armor," Simon explained. "This is really more of a containment suit. Part of the reason I'm developing this suit is for the off-chance that Stark's cure doesn't hold completely and I start to destabilize again. With this Wonder Man suit, I'll be able to hold my body together without worry if that ever does start to happen. It will allow me to better channel my powers of course, and ensure that none of my clothing burns off after I've used any of said powers, but its primary purpose to keep me in one piece and keep everyone around me safe, in case any of the ionic energy I emit ends up having an adverse affect on other people."

The two women immediately nodded in understanding before allowing Simon to carry on with his daily work and his side project, though they both knew that the Wonder Man suit was also going to end up being something that Simon would use if he really was serious about trying to be a hero now. After a while, Aelita eventually found herself moving to help Simon with his work on some of his scientific projects, while Maria just moved over to the side to cast a few glances out of the window, since she was completely out of the loop when it came to this big science stuff, and she could not help relaxing a little when she saw a certain red and blue clad hero looking at the building they were in from the side of the adjacent building while a woman in a white and black striped suit sat crouched on the roof top of the same building.

* * *

Around the same time, Tony was in his own office doing some work for Stark Industries, and surprisingly, he was doing so willingly. Even after Pepper had come back from her week-long vacation, Tony was determined to make sure he showed his redheaded assistant and the board that he did care about his family's company, and as a result, he was handling a lot of the company business, personally. At least, he was handling as much of it as he could while Pepper handled anything else, which was not to say that he did not at least try to handle all of it, but there was only so much that one man could do alone. Pepper really appreciated the effort that Tony was making, especially if the bright smile she had been throwing him lately was anything to go by, but she made sure that he did stop doing work for the company every now and then to make sure that his Iron Man armor and any Avengers matters that needed his attention were also dealt with. After all, Pepper fully supported Tony's work as a hero, and wanted to make sure that the armor would be in top shape when it came to being able to protect Tony.

Tony had actually just gotten around to some paper work regarding his company's contributions for Simon's Wonder Man suit when someone walked into his office, and from the sound of two heated voices, it was clear that the people who just walked in were arguing about something. Looking up from his work for a second immediately allowed Tony to see Ulrich and Janet coming in, with the size-changer clearly trying to reach the Avengers' leader before her younger, samurai friend did as she continued trying to argue whatever point Ulrich was trying to make. Tony did not really understand why the two were arguing, especially since they usually got along very well for the most part, and the few bits and pieces he had gotten of the argument as they came in were not all that helpful.

"I'm telling you, it's a good idea, especially if you want to be ready for anything," Ulrich told the woman that had become like the older sister he never had.

"For the last time, no, I'm not doing that, and it's not a good idea, period," Janet stated in refusal just as she reached Tony's desk. When she saw that she did, she immediately looked to Tony and slightly pleaded, "Tony, please tell Ulrich that he's being ridiculous."

"I'm not being ridiculous, I'm being practical and making sure that my friend does not do something that usually tires her out in the middle of battle unless she can do it without making herself feel like she needs to lie down afterwards," Ulrich retorted.

"Okay! Hold up and stop for a minute," Tony shouted as he raised his hands to gesture for the two to do as he had asked. "Would one of you mind explaining what the hell you're even arguing about?"

The two took a minute to calm any anger they were beginning to feel from the argument before Ulrich finally revealed, "I'm trying to get Janet to practice her ability to go big with her size-changing powers in case she ever ends up needing to use them again in a battle."

"Which is completely ridiculous," Janet stated. "I do perfectly fine with my shrinking powers, especially since I'm better, faster, and not to mention able to fly when I'm small."

"But you can't deny that there are times where we have needed someone who could turn into a giant at a moment's notice, and with Hank having hung up the Giant/Ant-Man suit, that leaves the job to you," Ulrich pointed out.

"Well find someone else to do it, because in case you forgot, the last time I did go big, I could barely stand for a few minutes or so," Janet retorted.

"Maybe that's because you went from your small size to giant-size without pausing in between, and that it was because it was your first time going big at all," Ulrich countered.

"Actually Jan, I think Ulrich does have a point on both that and the whole idea itself," Tony finally cut in, getting a look of disbelief from Janet and a satisfied look of thanks from Ulrich when he did. "He's right in saying that we've come across a few situations where it would have been a little helpful to have Giant-Man out there, and since you're the team's only other size-changer, and you have shown that you can achieve that size with your powers, that makes you the best option for providing that kind of muscle for us."

"Are you kidding me," Janet snapped. "I could barely stand straight after turning into a…Giant-Woman for as long as I had the last time!"

"Which is why I'm saying you should practice turning into Giant-Woman," Ulrich reasoned. "And props for the name, even if it isn't very original."

Tony could not help but chuckle at the annoyed glare that Wasp threw at Ulrich in response for his latter comment, and he then turned serious as he asked, "Jan, I'm not going to say I haven't actually considered this idea myself a few times, or that I don't want Hank to start being a hero in the field with us again, but Ulrich does have a point. You have the potential to do a lot of good if you can learn to master going big as well as you have mastered your other powers. I say give it a shot and see where it leads."

Janet looked between the two for a few minutes before she finally sighed and said, "Alright, you guys win. I'll try to practice turning into Giant-Woman."

Ulrich smirked in victory when he heard that, but his expression quickly softened when he noticed how nervous Janet seemed to be about doing as she said she would. Seeing that she was worried about such thing immediately prompted Ulrich to place a hand on Janet's shoulder and give her a comforting smile as he reassured her, "Don't worry. Hank and I will be right there with you the whole time, so it's not like you'll be doing this alone."

Janet immediately smiled in thanks to Ulrich for his concern, admittedly being very glad to hear that her little brother-figure and her boyfriend were willing to help her with this. The moment was quickly ruined though when Tony smirked mischievously and said, "Of course, I think I know of another reason that Jan's worried about doing this."

"And what, pray tell would that be," Janet asked in slight annoyance.

"You're worried that someone might get a good look at what's up that skirt of yours," Tony revealed with a teasing smirk.

Admittedly, that had never occurred to either Ulrich or Janet, and when Tony did mention such a thought, Janet's face immediately turned crimson as she heatedly glared at the billionaire and reminded him, "NO I'm not! And in case you've forgotten, I wear pants with my costume!"

The Wasp then spun on her heel and stormed out of the room with an indignant expression on her face and Ulrich following shortly after her a minute later. Tony just watched the two leave for a few minutes, and the amused grin on his face never faltered in the slightest until after he turned back to his work and saw the amount of paper work that had accumulated for him in the short time he had taken to talk with his fellow Avengers. Tony just sighed, thinking that this was probably some act of karma, while also wondering if the scourge of all businessmen and other men who held similar positions to his had a mind of its own as he set to work once more.

* * *

A few hours later, Janet and Ulrich had found Hank and dragged him down to the training room so that they could start helping the size-changing heroine practice her ability to go giant, and while Hank was a bit concerned about Janet doing this, which was only natural given that Janet is his girlfriend, he was more than happy to help the young woman practice this ability so that she could use it without becoming exhausted so quickly. After arriving in the training room, the two boys quickly determined that the first step was to see just how massive Janet could become for certain and how long she could hold her giant form, and that was why Janet was now standing in the middle of the training room with a few different sensors attached to her while Hank and Ulrich stood a short distance away from her, with the former in front of a computer.

"Are you guys _sure_ about this," Janet asked once again as she idly picked at a sensor on her arm in nervousness.

"Yes Jan, we're sure, and please stop messing with the sensor. You might cause it to not get accurate readings," Hank replied with a small warning that caused Janet to immediately raise her hand away from said sensor. "In all honesty, I actually agree with Ulrich's theory on why you were so exhausted after turning into Giant-Woman the first time. It would make sense that you would feel a bit drained after going directly into a giant-size right from your usual smaller size without pause, and the fact that it was also your first time really doing so likely didn't help that much."

"That's why we're not having you start at your Wasp-size," Ulrich picked up. "If we can figure out how long you can hold your Giant-Woman size for after changing from normal size, and then have you practice doing so for a while after that, then eventually you may be able to handle going from Wasp to Giant-Woman without much trouble at all."

"Exactly," Hank nodded in approval at Ulrich's explanation, but Janet was clearly still a bit unsure about the whole process. "Don't worry, Jan. I'll be monitoring your vitals the entire time. You don't need to do anything beyond standing in place and holding that size for as long as you can. The minute it starts to become too much for you though, you can shrink down, take a few minutes, and then turn giant-size again."

Janet seemed to gain a bit of confidence at hearing that, if the nod of recognition she gave was anything to go by, and after waiting for a few minutes, Hank gave her a quick thumbs-up to say that they were ready to start. Janet then closed her eyes for a minute to steady her breathing and focus her size-changing powers like she had the last time she went big, and when her eyes opened again, they held a distinct blue glow that matched the one that had encompassed her body as she grew several times bigger, right up to the point she had reached when she had gone big in the fight against Ultron. Looking down on the two men in front of her, Janet could not help but give a bright, beaming smile of joy at seeing that she had actually managed to go big again, and she did not feel even the slightest bit tired right at the moment. She knew that it would not last, and that doing anything too excessive would likely tire her out faster, but that did not stop her from giving a small wave to the two with her now giant hand, much to Ulrich and Hank's amusement.

"Definitely a lot cooler now than it was the first time," Ulrich commented with a smile before he turned to Hank. "Out of curiosity, just how big is she now?"

"Well I wouldn't want to make any guesses, but from what these scans are showing, she's actually just a few inches shorter than I was whenever I turned into Giant-Man," Hank replied with a small smile of pride for his girlfriend's success. "In all honesty, I was kind of expecting her to match that height."

"Well maybe it has something to do with the fact that she's naturally shorter than you at each of your normal sizes," Ulrich shrugged in suggestion.

"That would make a bit of sense," Hank admitted in pondering as he watched the readings of the Pym Particle energy that was currently surging through Janet's body as she held her current size.

As Hank was doing that, Ulrich took a minute to look up at Janet and call up, "How do you feel, Jan?"

"Pretty good at the moment," Janet replied while doing her best to keep her voice as soft as she could and not shout, knowing that her voice would likely be a bit louder at her current size. "Not feeling tired yet, but I'd rather not take any chances for now."

Ulrich nodded in understanding before looking over Janet's giant-form for a minute until he noticed something that peaked his curiosity. "Why are her muscles still the same," Ulrich eventually asked Hank.

"What do you mean," Hank asked without pausing in his work at the computer.

"Well whenever you turned into Giant-Man, I noticed that your muscles would get bigger, yet Jan's appear to be the same as they always are. I mean, I'm sure she has gained some extra strength at this size, but it doesn't really show like it did with you, so I'm kind of wondering why that is," Ulrich explained.

This time, Hank did pause in his work and looked up at Janet to see that Ulrich was right in what he said, for none of the muscles in Janet's body seemed to have altered beyond the obvious like his did when he went big. After placing a hand to his chin and thinking for a minute, Hank finally said, "Well…it could be because my size-changing powers were focused through my suit, and that's why I seemed to gain some extra muscle, in terms of appearance, anyway, but since Janet can use her powers naturally, they stay exactly the same, aside from the obvious. It is just a theory though. I may have developed the Pym Particles, but even I can't really say that I know everything about their full potential."

"Well at least you don't seem to be complaining too much about Janet's body taking on any great changes at this size," Ulrich commented with a sly smirk, and it did not take long for Hank to realize what Ulrich was implying when the samurai hero had said that, if the sudden blush and stuttering was anything to go by.

"You know, I can still hear you guys, and I may be encouraged to test how strong I really am at this size a lot sooner if you make another comment like that, Ulrich Stern," Janet reminded the two in a pointed tone, more so in the case of Ulrich than her boyfriend. The threat did nothing more than make Ulrich laugh at the other two's expense, as there was no way that Janet would have been able to hide the literally giant-sized blush that was currently dusting her face.

After everyone had calmed down from that little scene, they all ended up waiting for almost half an hour before Janet finally felt like she could no longer hold her giant-size and shrank back down to her normal size. Once she had taken a few minutes to catch her breath and drink some water, Janet went back to the middle of the room and reassumed her giant-size again and held it just like before, this time lasting for just a few minutes longer. It was not until after they had repeated this same exercise five or six times that Hank finally gave Janet the okay to start doing something other than holding the giant-form, and they were quickly testing Janet's strength in said form. The three were all very impressed to learn that, despite appearing to not gain any additional muscle to her frame, Janet was able to lift just as much as Hank could whenever he turned into Giant-Man, but the only downside was that it seemed that Janet was not able to hold her giant-size for more than half the amount of time she had achieved after the previous exercises, and that quickly discouraged her quite a bit.

"Hey don't worry about it too much," Ulrich tried to reassure Janet after she had moved over to a nearby bench to mope about how the strength test had caused her to shrink back down to normal faster than before. "We all knew that you wouldn't be able to hold that size for long when you started doing something other than just standing there."

"I know, but the fact that I can only hold that size for a limited amount of time is just…" Janet tried to say, but she just could not find the right words to describe the upsetting feeling she had about the matter.

"Well that's why we're practicing," Ulrich reminded her as he placed a hand on her shoulder. "You know, none of us was ever able to get a great handle on any of our abilities in a day. I mean, how long do you think it took me and Aelita before we finally managed to control our powers without having them go off by accident?"

Hearing this seemed to make Janet perk up a little as she asked, "Do you really think I can do this?"

"Of course," Ulrich smiled in full confidence. "You know, my friend Jeremy once told me that the brain is a muscle to, and like any other muscle, you need to keep using it to make it stronger, the only difference is in how it's used and the workouts you give them. I think our powers are the same way. If you keep using them and improving on them, then they'll just get better and stronger with time."

Janet's smile immediately came back in full after hearing this, and she quickly wrapped Ulrich in a friendly, thankful hug before she stood up again and said, "Thanks Ulrich. Now, let's get back to getting me fit for giant-size duty."

"Sure thing…Giant-Woman," Ulrich chuckled in reply with a smile as he walked back over to where Hank was standing.

Before they started again though, Janet saw a chance for some payback for Ulrich's earlier comment and said, "You know, I can't help but notice that you really know what to say to make a girl feel better, Ulrich. I bet that comes in really handy whenever you're hanging out with Ava, especially on _certain_ occasions."

Ulrich immediately went stiff at what Janet was implying while his face turned crimson, and the indignant reply he gave in response was lost in the din of Janet and Hank's shared laughter combined with the sound of the former returning to giant-size again.

* * *

"So remind me again why we're still doing this," a rather bored White Tiger asked Spider-Man while they were keeping watch on Williams Innovations from an adjacent rooftop. The two had been doing this to help out the Avengers at Ulrich and Aelita's request while the pink haired Avenger and Maria Hill were with Simon Williams in the building for almost four days now, and seeing how they had no real reason to act just yet, it was understandable for one of them to have started getting bored. Peter was just surprised that it was not him who had cracked first this time, a fact that was quite clear by the humorous expression that he was happy to say was hidden beneath his mask at the moment, because he knew what Ava would likely end up doing to him if she knew he did have that expression and decided to rub the fact in her face as well.

Thankfully, for his sake, Peter was able to be the better man and somehow stifled his laughter before he replied, "Because we're helping out our respective love interests and their teammates on the Avengers so that if this does end up going bad, Aelita will have some super powered backup onsite and at the ready."

"Right, and after already helping the Avengers with so many other different things in the past, we're still not members of said team because…"

"Because most of those times were just Ulrich and/or Aelita, and technically we've only helped the entire Avengers team that one time when they first faced-off with the Masters of Evil," Spider-Man reasoned.

"What about that time with those two and Captain America," White Tiger inquired.

"You mean when we went up to the Xavier Institute? Doesn't count. That was more of an X-Men thing," Spider-Man easily countered.

Ava knew better than to keep going at this point, because she knew that any argument with Spider-Man was pointless to pursue in most cases since he would have some kind of counter for anything she would say, no matter how logical or ridiculous it may be. Still, it was better than just sitting around doing nothing while the New York sun was slowly cooking them alive. Of course, there was one matter that the protector of the tiger amulet had to ask her old teammate about, but she was not really sure how to approach the subject without making herself sound ridiculous or without Peter teasing her about the matter later on. Eventually though, she figured that she might as well just ask and get it over with, and jumped right into the matter while praying that Peter would not tease her too much for wondering about such a thing.

"Say Pete, there's something I've been wondering if you could tell me about for a while now," Ava nervously said when she finally spoke up.

Spider-Man knew that if White Tiger was referring to him by his real name right now then it was likely something that Ava considered to be very serious, but even so, he could not help trying to lighten the mood a little. "Now Ava, I'm pretty sure we agreed that we were better off keeping a brother-sister relationship, and besides, I'm with Aelita now, and I'm not going to go behind her back like that," Peter easily quipped.

Ava could not help the small smile she gained as she lightly shoved Peter from her perch above him. "I'm serious, Parker, but you're actually pretty close to what I'm referring to," Ava revealed. "I was wondering…well, what's it like when…"

"When what," Peter asked, hardly believing how nervous Ava was right now.

"You know…when you do… _that_ with someone you really love," Ava finally said.

"Do what," Peter prompted, clearly still not quite getting it, but on the inside he was afraid that he was starting to get an idea.

At this point, Ava just sighed and blurted it out. "What's it like having sex with someone you really love, like you did with Aelita?"

When he heard that question, Peter almost lost his grip on the side of the building he was currently sticking to, so he was very thankful that his enhanced reflexes prevented him from losing said grip completely and ending up as street pizza. Once he had regained his hold on the wall, the wall-crawler immediately flipped himself up onto the roof next to Ava so that he could level a look at his fellow former Warrior and asked, "What the heck, Tiger?! You can't just go and blurt out that kind of question to a guy when he's got to keep some attention on the wall he's sticking to! And why are you even asking me?! Wouldn't you rather have this conversation with Aelita?"

"Sorry, but it's just…well, I'm afraid that if I did, she might tell…certain people and cause them to get the wrong idea," Ava reasoned as she looked away, knowing that she did not really need to do so since her mask was hiding her blush.

Neither factor really mattered, as Peter quickly figured out what was going on. "Oh my god. Ava Ayala, you're in love with Ulrich, aren't you?"

"Well of course I am," Ava retorted. "We've been going out for almost half as long as you and Aelita have been."

"No, I mean you are completely in _love_ with him, not just at the level where you only want to be dating," Peter clarified, and White Tiger did not need to see his face to know that he was holding a broad, teasing smirk behind that mask. Mostly because said smirk was showing in his voice.

At that point, Ava could not say anything in reply, because her mind was quickly wandering to the Lyoko samurai and all the times she had shared with him, right from the moment when he had first officially met her, to their first kiss, and to everything else that had happened in between and since then. Each of those memories immediately brought a fond smile of happiness to her masked face while making her subconsciously wish for what they had to become stronger as she often had by this point. What she did not know, was that the whole time she was thinking of this, her tiger amulet's mystical powers were having a small influence on her, and she had started purring softly like an actual cat whenever it was receiving a loving pet from its owner.

Thankfully, Peter was there, and he quickly noticed. "Uh Ava, you're purring. Literally," Peter said, and that was when Ava finally noticed how her amulet's magic was making her react. Once his Hispanic-American friend had calmed down enough, Peter became serious and said, "In all honesty, I don't think words could describe it. I mean, I wasn't really even thinking about that at the time because I was just more focused on the fact that Aelita and I said 'I love you' to each other, but if I had to describe it, I would say that if the world had ended afterwards, I would not only have died happy, but I wouldn't have been able to tell when I had arrived in heaven."

"Wow. Who knew you were such a romantic, Parker," Ava commented with a small smile as her mind secretly wondered if that would be the same with her.

"Well you would know about being a secret romantic, seeing as you've tried to disguise some of your romance novels as text books in the past without any of the other guys noticing," Peter reminded his friend.

"And I as I recall, you promised to never tell about that if you ever wanted to have kids," Ava reminded the web-head in a tone that was far too innocent for even a toddler.

Peter raised his hands in surrender, knowing better than to keep pushing on that subject, and after a minute of silence, he had to ask, "So…are you and Ulrich thinking of going that far?"

"I don't know," Ava finally sighed after a minute. "I mean…I want to be sure that he feels the same way about me, and…well…"

"Relax, I get it," Peter reassured Ava with a calming hand on her shoulder. "I felt the same way in regards to Aelita, and believe me, it definitely made things all the better after we said those three little words to each other." Peter did not need to see Ava's face to know that she was giving him a thankful smile through her mask, but the brother-sister moment that the two were sharing was quickly interrupted when a familiar tingling suddenly ran through Peter's head. "Whoa! My Spider-Sense is going crazy," Peter announced as he shot up to his feet and started looking around until he found what his sixth sense was alerting him to. "Down there, on the side and around Williams Innovations!"

White Tiger was now in full hero-mode, and her keen eyes quickly found what Spider-Man had sensed when they fell upon the familiar green and yellow uniforms of a certain terrorist organization. "What's HYDRA doing here," Ava asked.

"Don't know, but I can think of a fun way to find out," Spider-Man replied as he raised one of his arms up while folding the hand on the end of said arm into the familiar position he used for firing off his web shooters. White Tiger immediately smirked a bit in excitement when she saw that, and she immediately leaped after Spider-Man as he swung into action, both knowing that their long-extended boredom was finally coming to an end.

* * *

Meanwhile, Aelita and Maria were enjoying a comfortable silence in Simon's office, each on the lookout for anything that would give an indication that Simon would backslid into the criminal ways he had been forced into. Surprisingly, Simon had not bothered to bring up the schematics for the suit he had been working on the entire time they had been there, but Maria was not really complaining, seeing as it meant that she would be able to carry a conversation with Aelita and Simon without feeling completely lost. At least, she would carry on a conversation with the two if there was a conversation at all at the moment, but right now, the only sound in the room was the constant tapping of Simon's keyboard or the scratching of his pen as he worked through various paperwork and business dealings that were necessary for keeping his company in top form.

At least, those were the only things going on at the moment until Maria noticed her pink-haired friend and current partner had a small blush dusting her face, prompting her to wonder what it was that had caused such a reaction in Aelita. Deciding that she would be better off asking then trying to speculate on such answers, Maria quickly walked over to Aelita and asked, "Is something wrong?"

"No, why do you ask," Aelita questioned in reply.

"Your face is looking a little red."

Aelita immediately figured out what Maria was referring to when she had asked that initial question, and her blush became one from being flustered and embarrassed as she replied, "I'm just…my hearing is picking up on some… _interesting_ bits and pieces of the conversation our current backup is having."

"Interesting how," Maria asked with just the faintest smirk seeping through her otherwise cool and controlled expression.

Aelita was not really sure what to say at that point, and she did not really want to answer either, but before she could come up with a satisfactory answer, the door to the office was suddenly blown open by an explosion that nearly knocked the two women off their feet. Maria was quick to pull out her pistol and aim at the door while Aelita hurried over to where Simon was just as the head of Williams Innovations was ducking under his desk, and a second later, Maria was firing her weapon at the HYDRA soldiers that were pouring into the room. Maria's barrage did not last long, as one of the green and yellow clad terrorists eventually managed to fire a shot that quickly disarmed her, allowing the rest of his comrades to enter without fear of being hit by any lasers. Thankfully, Aelita was not so easily disarmed, a fact she made quite clear by throwing a few energy fields at the attacking HYDRA troops until she was forced to move away from the window as another squadron came crashing through with weapons ready and firing.

"You and the S.H.I.E.L.D. director should stay out of this, Avenger," one of the leading HYDRA troops warned Aelita. "We're just here for Wonder Man, and after that, we'll be on our way."

"Why? What do you want with him," Aelita demanded as she and Maria made their way to each other so that they could stand back-to-back against their current opponents.

"Who do you think had hired A.I.M. for the project that had created the ionic being," the HYDRA troop asked. "And now, Sin wants to reacquire our stolen investment."

"Not going to happen. VIRTUALIZE," Aelita shouted as she slammed a hand down on her watch, fully transforming into Angel Guardian the moment she did, and that was all the signal any of HYDRA's troops needed to open fire on the two once again. While Aelita took to the air to launch a barrage from above, Maria ducked under the laser blasts that were now racing across the room and rolled over to her dropped pistol, retrieving the weapon once she was within reach of it. Maria was quick to open fire with her weapon once it was firmly in her hand again, but she did not just stick to long-range tactics, as she was also forced to engage the various HYDRA troops in hand-to-hand combat as well, not that it was a problem for Maria, as she quickly proved why she was both Fury's former second-in-command, and the current director of S.H.I.E.L.D. by easily dispatching a number of HYDRA troops with some well-placed kicks, punches, and other various moves. True, she was not on the same skill level as someone like Black Widow or Hawkeye, but Maria Hill did still train for a long time to get where she was in S.H.I.E.L.D., and that meant she was more than capable of fighting a few HYDRA troops in close-combat.

At least, that was all she was dealing with until a white-gloved hand suddenly shot out and grabbed her leg just as she was snapping out another hard kick at someone. The person at the other end of said hand then tossed Maria across the room, but thankfully, she managed to roll back to her feet before she collided with the wall and then turn to see who had stopped her attack. The person in question was a muscular man in a black suit with white gloves, boots, and a white cape attached to a hood that covered his skull-masked face, which had yellow eyes. On the man's side was a sword handle while a pair of guns were strapped beneath either one of his arms, and a white and blue shield that had an orange letter "T" in the center was held on his back. Of course, the mask was only thing that Maria really needed to see to know who this person was, as evidenced by the fact that she snarled the man's name as soon as she had recognized him. "Taskmaster. What're you doing here? You're not usually one to work for a group like HYDRA," Maria pointed out as she stood up again.

"I work for anyone, Director Hill, so long as they pay the right price, and HYDRA's current leader paid that and more just so that they could get their Wonder Man," Taskmaster revealed, and he then retrieved the sword handle from his belt, and tapped a control to activate the energy blade that it gave him.

Before either of the two could do anything, a familiar, web-like substance suddenly struck the laser sword's handle and yanked it out of Taskmaster's grasp, over to where Spider-Man and White Tiger were currently crouching in battle stances in front of one of the smashed in windows. "Hey sorry we're late, but we weren't sure if we had to break our own window or if it was okay to come in through this one," Spider-Man quipped as he webbed Taskmaster's weapon to the floor.

"Spider-Man," Taskmaster shouted as he whipped out his pistols to fire them on the recently arrived heroes and Maria, just before the agent could try to charge him.

"You know, I can't help but find it rude that they only gasp at my name and not that of anyone who's with me," Spider-Man quipped as he bounced around the room to evade Taskmaster's shots while White Tiger did the same in her own fashion. "I mean, hello, White Tiger was right there too! It's a little disrespectful to act like she isn't."

"Well maybe you just leave more of an impression on people than I do," White Tiger commented as she slashed apart a couple of HYDRA soldiers' weapons before knocking them out with a grace that one could only find from a protector of the tiger amulet. She then took down a few more troops before moving to attack Taskmaster, for what little good it did, as the mercenary was able to counter or deflect every attack she threw at him before finally knocking her back into the swarm of HYDRA soldiers.

It was only a matter of minutes before each hero of every variety was trying to fight off the swarm of HYDRA troops or Taskmaster, only to meet with the same results that White Tiger had. When Maria charged in while firing off as many shots as she could, Taskmaster dodged and countered with his shield in a form that was almost befitting of Captain America, and when Spider-Man tried attacking him with his usual, unpredictable tactics, Taskmaster was able to find a pattern that kept the web-head from doing much of anything. The only one who was able to hold their own against Taskmaster for very long was Aelita, and that was mostly due to the fact that she mainly fought him through the use of her powers, and Taskmaster was not able to copy any of those moves, but he was still able to counterattack well enough to nearly knock Aelita out of the fight entirely. Eventually, the combined force of the massive number of HYDRA troops and Taskmaster's skills was enough to nearly overwhelm the four heroes, and there was a variety of signs that they were all barely able to remain standing, let alone keep fighting, and that was all Taskmaster really needed to prove that his job was as good as done.

"Now then, if you all are done wasting my time, hand over Mister Williams, and we'll be on our way," Taskmaster demanded. That drew a few looks of confusion from the heroes, as they were sure that Taskmaster would have had someone try and grab Simon while they were fighting, but a quick look around the room showed them that Simon had actually disappeared at some point, and given Taskmaster's demand, it was clear that HYDRA had either gotten him out without the mercenary knowing, or the former Master of Evil had slipped away without anyone noticing.

Before anyone could think on which was more likely, Taskmaster and a number of HYDRA troops were suddenly blasted away from the heroes by a purple energy beam that Aelita recognized instantly. Turning to the source, the heroes' gazes immediately found Simon fully suited up in his new dark blue and red Wonder Man suit with his gloved fist forward as ionic energy surged around it as he leveled a glare on the various terrorists through the red visor he was wearing. "You want the Wonder Man? Here I am; come and get me," Simon stated as he raced his hand in the gesture that said the same thing.

The HYDRA troops seemed to hesitate for a minute before opening fire once again, but Wonder Man just let the shots become absorbed by his body or ricochet of him without any problem before he charged forward to meet them head on. An instant later, Simon was punching and kicking and blasting any HYDRA soldier who was foolish enough to try and keep fighting him, and he did not hesitate to spare a few ionic blasts to send Taskmaster flying out of the building. Eventually, the other heroes felt themselves getting a second wind at seeing how easily Simon was dealing with this threat against his life, and they were immediately jumping back into the fight. Of course, it did not last long, as they were able to either subdue or force the remaining HYDRA forces into a full retreat in a matter of minutes, much to everyone's relief.

Once the last measures of the attack had been dealt with, while White Tiger and Spider-Man both found a reason to collapse into sitting positions against the wall, Maria and Aelita somehow managed to keep themselves standing as they called S.H.I.E.L.D. to let the organization know that another HYDRA cell had been dealt with and they were awaiting pick-up before they turned to address Simon. "Nice work out there, Williams, for a formerly wanted criminal," Maria admitted.

"Thanks…I think," Simon replied.

"Hey, if you ask me, I'd think you've definitely proven that you're ready to start handling things on your own, and that you can handle yourself as a hero, too," Aelita reassured Simon with a smile. "Of course, there is also the option of joining the Avengers."

"I'd be honored, Angel Guardian, but I'm afraid I'll have to refuse," Simon politely declined as he removed his visor to show the women his now red eyes. "I've already got enough to deal with in the way of getting my old life back together, not to mention adjusting to how my new life will fit into it. I think I'll hold off on any ideas for joining a team of heroes for now, especially in the case of a major group like the Avengers."

Aelita and Maria both had to nod in understanding of this, and as soon as a S.H.I.E.L.D. transport had arrived to move the HYDRA troops to a maximum security prison, the two left Simon to his work with Spider-Man and White Tiger in tow. As they were departing though, a thought suddenly came to Aelita, which she quickly gave voice to. "You know, for an organization that's not supposed to be around anymore, or extremely crippled at the very least, it seems like HYDRA is still as strong as ever, given this recent attack and what happened in Sokovia," the pinkette commented to her super spy friend.

"It just means that whoever this Sin person is, they've got quite the influence and finances to be able to bring the organization back and keep it strong," Maria stated. "That won't last forever though."

"Are there even any leads on who Sin is, or at the very least whether Sin is a guy or a girl," Aelita asked.

"No. I've had people looking into every, smallest corner trying to find something on this person, and they've all come up with nothing. Whoever Sin is, he or she is good at covering their tracks," Maria admitted in dismay.

"Well don't give up just yet. We'll get Sin and HYDRA eventually. Just remember to call us if you need the Avengers' help for anything," Aelita reassured Maria.

The director of S.H.I.E.L.D. nodded to Aelita in thanks for that, and then boarded one of the agency's jets so that she could return to the Helicarrier for now and file her report on the incident that had just taken place, leaving the three, costumed heroes to go on their own way once she had left. After the three had taken to the skies in their own various ways, Spider-Man eventually managed to swing alongside Aelita and say, "So you'll offer a former Master of Evil, a guy who had also hurt you with your own attack once, I might add, a place in the Avengers, but you won't consider you're humble, web-swinging boyfriend for a place on the team? Care to explain that, babe?"

Aelita had to smile a little at Peter's remark before she replied, "It's because you're my boyfriend I haven't offered. The Avengers get into a lot of dangerous stuff that's way above what you normally deal with, and I wouldn't want anything to happen to you. Besides, you've already got enough to deal with when it comes to how you're saving up to get into college and so you can help your aunt make ends meet. What kind of girlfriend would I be if I just added some extra stress and matters to your workload?"

"Awwww; okay, you're forgiven, but you'll still need to have dinner with me later this week," Spider-Man replied.

"Sure thing," Aelita nodded before she flew a little closer and to whisper one last thing to her boyfriend. "Oh and by the way, if you're willing to swing by later that evening, my room at the mansion is sound-proof. Ulrich is normally asleep by eleven or so."

The pinkette did not need to see his face to know that Spider-Man was turning crimson, nor did she need to see it to know that he had a rather large grin on his face as well, and the three continued on their way, each determined to do a quick patrol of the city before going their separate ways in relative, relaxing silence. At least, until Aelita pulled back a little so that she could fly alongside the roof that Ava was currently running across. "So Ava, when do you plan to tell my brother that you love him, and how so can I expect to start worrying about how soon I may or may not end up being an aunt," Aelita teased.

White Tiger stumbled a little in her landing on the next rooftop, but she was quick to start chasing after the laughing, pinkette a minute later as she let loose a bit of her animal instincts for Aelita's teasing, with Spider-Man right behind them, hoping that he could keep his old teammate from killing his girlfriend and lover as he did.

* * *

Somewhere in an undisclosed location, a HYDRA lieutenant had just been dragged away by his cohorts, literally kicking and screaming after he had given his leader the news of how the operation at Williams Innovations had ended. Needless to say, the news did not make Sin happy in the least, and the current, acting leader of HYDRA now had the unfortunate pleasure of reporting said news to the terrorist group's true mastermind. A few taps on her keyboard later, and the image of one Dell Rusk appeared on her monitor, before the supposed US Secretary of Defense asked, _"What news do you have?"_

"The operation to retrieve Simon Williams ended in failure. Apparently, the Avengers had provided some interference, along with Maria Hill of S.H.I.E.L.D. and the vigilantes known as Spider-Man and White Tiger," Sin reported. "The reports also indicate that the Wonder Man is most likely more than able to defend himself from any further attacks as well. Should we attempt a second retrieval?"

 **"Negative. Such actions would be illogical,"** a second, mechanical voice replied. **"Attempting to retrieve Simon Williams will only result in depleting needed resources further than they already have been. Continue on with conditioning of the operatives of the Code Red Team."**

"You don't get to give me orders, machine," Sin snarled at the mechanical voice.

"Stand down, Sin! X.A.N.A. is correct in what he says," Rusk reinforced. "Continue with training for the operatives of the Code Red Team as he suggested, and make sure that our two most…pivotal operatives are ready for their inevitable confrontations with the Avengers."

"Understood…father," Sin replied before she ended the communication. The acting HYDRA leader then turned to gaze at the displays on another monitor that was showing a simulation that was being run by the previously mentioned team, which currently composed of four individuals, among which was Doc Sampson. Two of the other members were a man in a black, military-like suit with a pair of gauntlets on both arms and other, various armaments that included the image of a pair of bones crossed over one another in an X-formation, while the other was a man that was also dressed in a black suit, with a brown belt, similarly colored boots, black gloves, a black domino mask and had a metallic, left arm with a red star on the shoulder.

The final member of this group that Sin was observing was a man dressed in a dark violet and red outfit that included a hood that covered his entire face, leaving everything but the glowing, crimson scouter over his left eye in shadow. On his arms were a pair of black gauntlets from which he was firing a series of multiple energy projectiles, until one of the gauntlets disappeared to leave him with only his violet and red, clawed glove, from which he fired a single, dark gold projectile at a target. As the hooded man moved through the simulation, Sin could see him evade opposing fire with a catlike grace and even scale the walls with the claws in his gloves and boots before he took action at some instances, and seeing all this only caused Sin to wonder once again just where her father's current partner, X.A.N.A. had found this particular operative.

In the end it would not matter though, because the team still needed one more operative before Code Red was truly ready for action, and once that operative had what he needed, the Avengers would soon meet their end, an outcome that made Sin grin in dark, gleeful anticipation.

* * *

 ** _AN: And there ya go, Simon's no longer the purple, energy man, and he's got his Wonder Man suit. If you're wondering what it looks like, just do a Google search for Wonder Man's costume and you'll see where I got the ideas for the design of it in this story._**

 ** _Aelita: And we saw a bit more of the steadily growing romance between Ava Ayala and Ulrich._**

 ** _AN: Yeah, I feel like I really didn't give their relationship a lot of attention in the last story, so I'm hoping to do something about that this time around. I mean, we're going to see a fair amount of Aelita &Spider-Man still, of course, but I also really want to have a bit more time to show how the Ulrich&White Tiger romance is growing._**

 ** _Wasp: You know, I kinda liked the part where Ulrich and Hank were helping me practice becoming Giant-Woman._**

 ** _AN: I had a feeling you might. Yeah to be honest, I always kinda thought that it was a bit strange that Wasp didn't use her size-changing powers to go big that often, even if it did tire her out a bit after doing so, and sure, Janet does tend to lean more towards her abilities as the Wasp more often, but she does still have the ability to turn giant like Hank did in the last story, so I figured that it would be a good idea to show that she actually is being practical and practicing with that ability in case she needs to use it again in the future._**

 ** _Iron Man: You know, I have to agree with what Aelita said in the story. HYDRA's pretty active in this story for a group that was taken down in the last story, and then there's that little bit at the end there._**

 ** _AN: Oh yes, that. Well to be fair, HYDRA has been believed to have been taken down before, and look where that got everyone._**

 ** _Hawkeye: He has a point._**

 ** _Captain America: Don't remind me._**

 ** _AN: And yeah, for those of you who know about who Rusk really is, then I'm sure you can figure out why Sin called the dude father. Also, yeah, a little sneak peek at the Code Red team for later on down the line, and before anyone says anything, yes, I removed Falcon from their line-up and replaced him with Crossbones. I like Falcon, he's a cool hero, and I always see him working with the Avengers instead of against them, so that's why he's not part of Code Red in this story. Another reason will make itself clear when we move on to the story that comes after this one._**

 ** _And that last guy at the end there, well, I think you shouldn't have a hard time figuring out who he is, but if you need a hint, then I will say this much: he's not from the MARVEL universe. I know, that's probably a dead give-away as to his identity, but hey, I did say it was a hint. Also, yeah, we gave a little screen time to X.A.N.A. this time around. I mean, at the end of the previous story I had indicated he would play a part in this story's events, but I didn't want to make you all wait forever before you saw him doing his little behind-the-scenes scheming until we reached a certain chapter that features a Hulk-sized face-off._**

 ** _Ulrich: [having finally snapped out of trance after seeing all the parts regarding him and Ava] Uh...quick question about that little bit earlier on at the beginning of the chapter. You know, the part where you mentioned I was having nightmares?_**

 ** _AN: Right that. Well I just threw that in for both the sake of having it there, and because I wanted everyone to have a little fun in the mystery as to whether or not those really are just nightmares or visions like the ones Aelita used to have in Season 2 of Code Lyoko. If you need a better example of what those nightmares are like, just go back to the first story and read the final section of Chapter 20: Hail HYDRA._**

 ** _Now enough of that, you all want to see the preview of what will happen next time, right? Well let me tell you, we're getting back to the main story of Avengers: EMH Season 2 with the next chapter, and it'll see the introduction of a new hero for the team as well. If you know this series, then you probably know who I'm talking about, and you can also probably figure it out just from reading the preview. I mean, I did make it pretty obvious as to who it is in the thing. Onto the Preview!..._**

 ** _The Kree have returned to Earth, and they are not any more peaceful than they were when they had sent one of their sentries to the planet. Upon receiving word, the Avengers are quick to respond, and soon find themselves facing off with some of the Kree's most powerful warriors right outside the UN Building. Just what did Mar-Vell say to his people that caused this to happen, and how can the Avengers stop this the latest incursion in the Kree's invasion of their home? One thing is certain, none of them are going to refuse any aid from the newest, blonde, bombshell of a superheroine who has arrived on the scene to help. Find out what happens next time in…_** **Chapter 6: Welcome to the Kree Empire** ** _._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	6. Welcome to the Kree Empire

_**AN: Run for your lives! Hide wherever you can! We've been invaded by aliens! Oh wait, that's just in this chapter of the story, and even then that warning's kind of a little late, isn't it?**_

 _ **Hawkeye: No, I'm sure everyone forgot about how we met the Kree, Kang, and a number of other out-this-world type of guys in the last story.**_

 _ **Thor: No one liketh a smart-alec, Hawkeye.**_

 _ **AN: Uh Thor, you do know that you're not in this chapter, or really any chapter until we get to the big Skrull attack right?**_

 _ **Thor: Aye, I am well aware Friend lyokoMARVELanime, but I felt that if I did not grace you all with thine presence, everyone would have forgotten that I hath ever been a part of this grand, heroic tale.**_

 _ **AN: Fair enough. Now, onto more important matters, a little quick heads-up, not a lot really changed in the story for this chapter, but then again, it would've been really hard for me to change all that much this time anyway, considering what all happened in this chapter. So, I'm sure you're asking, if nothing changed here, then why even bother putting this chapter in? Well two reasons, which is actually just the same reason, but the simple answer is, a lot of stuff happened here that is important to the story, so to not include the events of this chapter would've been plain stupid.**_

 ** _Wasp: I'm just sad that a lot of us Avengers didn't really get more than a mention this time around. I would've loved to have given the Kree a taste of Giant-Woman's power._**

 ** _AN: And I'm sure we all would've loved to have seen as much, but I'm afraid things is as things are for this chapter._**

 ** _Hawkeye: Hey, didn't you want to answer a review regarding how someone guessed that you're eventually going to have a moment where we all end up in..._**

 ** _AN: DAH! SPOILER! [hits control]_**

 ** _Hawkeye: [sees massive horde of crazed hyenas racing towards him] OH COME ON! GIVE ME A BREAK ALREADY! [runs away screaming like a little girl] I'M REALLY STARTING TO MISS HAVING DEADPOOL AROUND FOR HIM TO TORTURE!_**

 ** _AN: Well first off in answer to Hawkeye's question, yes there is a review from the last chapter that I wished to answer, which is also the only review that I received for the previous chapter. Seriously guys, I don't just say read and review for kicks and giggles, I really want some feedback on how you think this story is going so far._**

 ** _Any who, in response to long-time follower of this story and the series its part of, one "Michael78", while the idea you suggested won't be happening in the way you had suggested, there is already a plan for later on down the line that is extremely similar to that idea. You'll just have to wait and see what I mean for a little while longer._**

 ** _Well with that said, as much I'd hate to disappoint Hawkeye, it looks like this is going to be another Deadpool-free chapter, and before anything happens that makes me realize that I had just jinxed it, Avengers, to the chapter!_**

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **Chapter 6: Welcome to the Kree Empire**

In the months that had followed Kang's invasion, _Damocles_ Base had been seized by S.H.I.E.L.D. and then repurposed for the use of their newest division, which was geared towards dealing with extraterrestrial threats: Sentient World Observation and Response Department, better known as S.W.O.R.D. for short. When they first heard the name, some had thought that S.H.I.E.L.D. just really wanted the new division to spell "sword" so that it could show how the two organizations were part of each other, but over time, everyone was more concerned about getting the _Damocles_ to work with them than they were about how the new organization's name sounded. Aside from how similar the uniforms of S.W.O.R.D. agents were, in that they were skin-tight suits of a deep green color with black boots, silver belts and gloves, with a silver emblem that depicted a sword inside of a ring on the right side of the chest, the only real evidence that S.W.O.R.D. had anything to do with S.H.I.E.L.D. was the fact that some of their agents were actually transferred over from the world peace-keeping organization, and at the moment, one of those very agents, who was also one of the first agents assigned to the new agency, was giving their government liaison a tour of the space base.

"Welcome to _Damocles_ Base, Mister Gyrich," one Carol Danvers stated as she lead a Caucasian, brown haired man in a black suit, tie, and sunglasses through the base. The blonde had not really changed much since she had last met with the Avengers, aside from the fact that she now had powers, and she had grown her now bright blonde hair out so that it reached just a little ways past her shoulders, even while it was tied back in the ponytail she had it in at the moment. "From here, S.W.O.R.D. observes and responds to situations involving any extraterrestrial presence, and if possible, we're trained to make peaceful first contact with…"

"Cut to the chase, Major Danvers," Gyrich rudely interrupted. "You hunt aliens."

Carol could not help but give a small, sheepish chuckle before she reasoned, "I wouldn't quite describe it that…"

"I've read the reports, so you can skip the song and dance," Gyrich interrupted once again, not dropping even a bit of his rudeness when he did. He then adopted a more business-like tone and asked, "What's the status with the station?"

In all honesty, Carol wanted to shove Gyrich out of the nearest airlock because he had been acting this way ever since he had boarded the _Damocles_ , but she knew that it would not be smart to do so in general, especially to a government liaison like Gyrich, no matter how unfriendly or unlikable he was, so she was extremely glad that her strict training allowed her to stomp out any such feelings before they had a chance to surface. Taking a silent, small breath to help calm herself a little more, Carol reported, "The shipboard artificial intelligence isn't responding. We've got partial control, but its defenses are still guarding sections of the base. We've lost a number of agents just mapping the place."

"Wonderful," Gyrich sarcastically remarked in response to this. "Billions of dollars are going into this operation, Major, so how many aliens have you captured?"

"Excuse me," Carol asked in honest confusion.

"How…many…aliens," Gyrich slowly repeated as Carol's eyes widened a little at what the man was implying.

"Uh, none," Carol hesitantly admitted, partly because, as she had stated, S.W.O.R.D. did not just hunt or capture aliens, but she had no doubt that Gyrich would not believe that at all. After all, the man had made it no secret that he was well-placed in the anti-mutant camp and was one of the few government officials who was in opposition to groups like the Avengers. She gave herself a quick mental shake to refocus her attention and quickly asked, "Would you like to see the bridge now?"

Gyrich did not need to answer, as the bridge was exactly where the two had just arrived at, and from a quick glance, it was clear that what was once the command center of Kang the Conqueror was currently bustling with activity with the various S.W.O.R.D. agents that were on said bridge as they worked to get the base to finally work with them instead of against them. One such example of this was actually one of S.W.O.R.D.'s leading agents, a green haired woman with a pair of dark shades over her eyes, Abigail Brand, as she was situated at one of the nearest computers. "Access main controls," Brand ordered the computer, only to receive no sign of recognition from the computer. "Respond," Brand ordered the computer, with the same results. "Respond please," Brand then tried with a small smile, but there was still nothing, and that was all that Abigail needed to really get ticked off with the futuristic machine. "Okay, how about respond, before I shoot you in your stupid A.I. face," Brand snapped as she leveled her pistol at the computer's screen.

"Agent Brand," Carol hurriedly called out when she saw what the green haired woman was doing as she and Gyrich approached.

"What is it, Danvers? I have a computer to shoot," Brand asked in a bored tone of voice.

"This is Henry Gyrich," Carol introduced in as gentle of a reminder that she could manage, while also noting that Gyrich's expression was not improving from the scowl he had on his face since coming aboard. "You know, our liaison with the United States government? The one I told you was coming today?"

Brand just rolled her eyes behind her shades at that remark before she irritably sighed, "I don't have time for politicians."

"I don't understand why not," Gyrich stated with not an ounce of his rudeness ever decreasing, much to Carol's slight concern. The blonde knew that Abigail Brand was not someone you would want to irritate on a good day, no matter who you were, but Gyrich did not seem to recognize this as he continued on. "You've been here for months, and what have you accomplished? Nothing! Have you even seen an alien?"

Both Carol and Brand were about to point out that nearly the whole world had seen an alien by now, both due to the various misadventures of the Fantastic Four and the invasion of Kang's armada, which was stopped by the Avengers, when a sudden explosion rocked the base just as the alarms began blaring, loudly. _"Alert. Incoming threat detected,"_ the ship's A.I. reported, and not a minute later, everyone's attention was turned towards the forward viewport as a massive, dark violet ship suddenly emerged from what appeared to be a tear in space right in front of them.

"There's one," Brand smartly remarked to Gyrich before she moved to stand at the center of the bridge so that she could better address the approaching craft. "Attention, unidentified starcraft, this is Agent Abigail Brand with S.W.O.R.D., please respond."

The ship did not make any attempts to respond other than coming closer to both _Damocles_ and Earth, much to Brand's further irritation. Fortunately, she was able to keep a calm head on the matter and ordered one of the other agents to open all frequencies and repeated her message. This time though, they did receive a response in the form of a large, holographic image materializing before them, displaying the image of a man with blue skin in a white and black suit with dark purple lining and a purple cape. Despite the small differences though, Carol was still able to recognize what this particular alien was, and where his vessel was likely from. "Kree," Carol gasped before addressing Brand directly. "It's a Kree ship."

Brand just gave a small, quick nod in recognition before addressing the Kree they had established contact with. "Attention Kree ship, you've entered restricted Earth space."

 _"Incorrect,"_ the Kree warrior interrupted. _"Your station is in restricted Kree space. Surrender, or be destroyed. You have fifteen seconds."_

"Kree ship, respond," Brand shouted as the image vanished from sight. "Maybe you're not familiar with human time measurement, but fifteen…"

"What are you waiting for? Fire," Gyrich cut in once again, clearly thinking that he knew what the best action was to take in this situation.

"Mister Gyrich, would you please be quiet," Brand snapped in response.

Before the two could go any further in their dispute though, Carol stopped them both short with a simple, two-word warning. "Time's up."

A minute later, the Kree ship was firing missiles and laser weapons on the _Damocles_ Base, but thankfully, the A.I. had reacted fast enough and activated its shields, which managed to withstand the attack, much to everyone's relief. As the Kree ship continued firing on them though, Carol quickly pointed out that they had sent out what could only be a drop ship that was headed straight towards Earth. "Major, it's time to see what those powers of yours can do," Brand told Carol. "Take a team and intercept that ship. I'll handle things up here."

Carol immediately nodded in response to Brand's orders and immediately raced towards the shuttle bay, only pausing to signal for whatever agents she happened across to follow. In no time at all, Carol had boarded a shuttle with a pair of agents right behind her, and the blonde did not hesitate for a second to strap herself into the pilot's seat as she briefed the others on the situation. "We have a hostile alien force making Earthfall. We're going in hot, boys. Anyone who had lunch, get ready to lose it."

As soon as she and her team were secured in their seats, Carol immediately fired the shuttle's thrusters, sending them rocketing down the launch pad and towards Earth. Once they had cleared the _Damocles_ , Carol sent only one transmission to the base before they began their final descent to the planet below them. "Ms. Marvel to Agent Brand, we're five by five. Good luck."

* * *

Around that same time, Hulk was enjoying an entire turkey in the kitchen of Avengers Mansion, his only interruption being when the mansion had received a call from a very annoying spy organization, when Tony, Steve, and Ulrich walked in, and from the look of the three, it was clear that they had just finished one of the workouts that Tony had been forced to take part in along with the super soldier and Lyoko Avenger every week. "I think that went pretty well, as far as our workouts go," Tony sighed in relief as he finished toweling his face. "I only blacked out that one time."

"Is that how you remember it," Steve asked in a tone that would have been slightly teasing if it were not for the overly serious expression on his face. Even so, Ulrich could not help but laugh a little at Tony's expense, much to the billionaire's irritation, but Tony was not going to let the two get to him over it, no matter how tempted he was to blast them both the next time he was in his armor.

After he finally managed to reign in his laughter, Ulrich finally managed to say, "Don't worry, Tony. Believe it or not, you actually are getting better. You actually recovered from said blackouts a lot quicker this time."

"Thanks Ulrich," Tony dryly replied, but he still had a small smile on his face all the same as he turned to their large, green friend. "So, Hulk, how's everything going?"

Hulk's response was to tear another bite out of the turkey he was eating and let loose a large, long burp, getting looks of slight disgust from Steve and Tony while Ulrich gave a slow applause. "Ladies and gentlemen, we have a worthy contestant for the Odd Della Robbia Award," Ulrich joked, getting a wide smirk from Hulk in response.

"Okay then," Tony sighed in his own response to the two's childish antics before turning to leave the room. "If anyone needs me, I'll be rebuilding J.A.R.V.I.S. for the hundredth time. Cap, are you and Ulrich still going to meet up with the others?"

"Panther and Angel are meeting Hawkeye and Wasp in Los Angeles. They think they've got a lead on the Serpent Society," Captain America reported. "We'll…"

"No," Hulk interrupted, immediately getting all three of the others' attention when he did. "Need you here. S.H.E.I.L.D. called."

When Hulk just returned to his turkey without saying anything more, the three men exchanged a small look between one and other before Ulrich prompted, "And…what did they say?"

Hulk chopped down a turkey leg and chewed it for a minute before he finally said, "Aliens are invading."

Those three words were all that the other three present Avengers needed to hear to know that they would be cancelling any plans that any of them had for the moment while also immediately feeling their worry about what this likely meant beginning to rise. Ulrich was the first to snap out of his shock and he immediately looked to the other two and said, "I'll head down to the hangar and get the Quinjet ready for action. Just give me a few seconds to get into my other uniform and I'll have it ready to fly by the time you guys get there."

Tony and Steve both nodded in response to Ulrich, and the Sprint Samurai immediately raced off to change into his Avengers uniform and visor before heading to the previously mentioned jet in a blur of gold, leaving only one question unanswered after he did. "Did they say where," Tony asked Hulk.

* * *

After seeing that the Kree ship had sent out a drop ship, one would think that they would have said ship head towards a place that held a significant amount of government power, such as the United Nations building, but in this case, the crew of said ship actually found another location to be of greater interest than any place of world leadership. The location that they landed at was actually the exact same drive-in theater where the Avengers had defeated a Kree Sentry nearly a year ago, though for whatever reason that was, only they knew. Not that it really mattered, because mere moments after the ship had landed, they were surrounded by a small army of S.H.I.E.L.D. agents and vehicles, and the agents were sure that they were ready for anything that the Kree would try. Sadly, they were wrong in that regard.

Not even seconds later, the same Kree warrior who had addressed Brand earlier before the shuttle had made planet fall, had summoned forth a large cannon from his arm and used that single weapon to decimate the entirety of the forces that had surrounded them with little trouble at all. Now, as the dust cleared, all one could see of the forces that had responded to the invaders were destroyed vehicles, scattered weapons that were not likely still intact, and wounded S.H.I.E.L.D. agents who were likely either dying or already dead. As he looked out over the so-called battlefield, the Kree leader could only snort in disgust as he retracted the energy cells for his cannon into his suit before turning to his colleague. The very same Kree soldier who had insisted that the humans of Earth were worth saving and having as part of the Kree Empire, though in this particular leader's eyes, he was still a traitor to the Kree: Captain Mar-Vell.

"Pathetic," the caped Kree warrior scowled. "I find it hard to believe that these _primates_ defeated a Kree Sentry here."

"And yet they did, Yon-Rogg," Mar-Vell reminded his commander, pointedly. "I have seen humanity's potential firsthand."

"Monsters and mutations are not potential, Mar-Vell," Yon-Rogg dismissed.

"Beyond that, there is a spirit within them. A warrior spirit that rivals the Kree," Mar-Vell continued to argue.

Yon-Rogg just spit in disgust before he leveled a glare at his fellow Kree warrior and flatly accused, "They were able to defeat Sentry 459 because you aided them! You are a sympathizer to these animals, but the only potential they will ever have is to be target practice for the Kree military."

"The Supreme Intelligence disagrees," Mar-Vell heatedly reminded Yon-Rogg as the two quickly moved to glare in each other's faces. For a moment it seemed as though the two were likely to start fighting each other, until the sound of their ship opening once again caught their attention as the most important of its passengers disembarked from the vessel. Looking upon the Kree, one could see that he was clearly larger than both Yon-Rogg and Mar-Vell, but unlike either of the other two or any of the Kree gathered around the ship, he was not wearing a uniform that was anything like that of the others. Instead, this Kree wore what appeared to be a very regal outfit that was colored in two different shades of green while a similarly colored headdress adorned his head as black markings covered a good deal of his blue face. The only weapon that this Kree carried was a large hammer with a very long handle that was practically a staff, but somehow, it just made him seem all the more dangerous to anyone who would oppose him.

"The Supreme Intelligence wishes this planet judged, and that is what I will do," the new Kree reminded both Mar-Vell and Yon-Rogg in a calm, neutral voice as he stepped off the boarding platform and the various Kree around him either kneeled or bowed their heads to him.

"Hail Ronan the Grand Accuser," every Kree in the area chanted as the now identified Accuser simply walked over to a point where he would be standing over what was left of the battlefield.

Ronan did not acknowledge any of the warriors' greetings, simply allowing Yon-Rogg to motion for his people to stand at ease at his leisure, and simply looked out over the desolate area in silence for another few minutes or so before he finally turned to Mar-Vell. "Where are these Avengers you spoke of, Mar-Vell," Ronan asked, but despite the seriousness of the question, Ronan had asked it as though he were asking what the weather was like that day.

Before Mar-Vell could answer, everyone's attention was diverted by a loud sonic boom, which was quickly followed by a red and gold blur racing through the sky before it turned around and flew directly towards them, knocking the various grunts of their forces off their feet as it passed by. None of the three leaders really paid any mind to this, and instead focused their attention on the figure that had just taken out their forces as it came to a halt before them in the air. Much to their subdued surprise, the figure in question was actually a woman with long, free-flowing blonde hair, Caucasian skin, and a figure that was befitting of a professional super model. The woman in question was dressed in black boots that reached her thighs, a red and black suit that covered a majority of her torso and had a gold star in the center of her chest while her arms were covered by long, black gloves, and a black mask that covered her eyes while a red scarf was tied around her neck as it waved in the wind along with her hair. A minute later, a shuttle flew overhead and deposited a squadron of Mandroids that were quickly cocking their guns for action as they aimed them at the three, conscious Kree invaders.

The three could only stare in mild shock, some less so than others, before their attention was brought back to the blonde woman as she announced, "My name is Ms. Marvel, and I'm here to welcome you to Earth. Now go home."

Yon-Rogg did not respond to this well, as evidenced by the fact that he had immediately raced forward while extending the power cells in his suit once again and fired on Ms. Marvel. What came next though was actually rather surprising for all three Kree warriors because instead of being seriously harmed like the other humans had been, Ms. Marvel actually glowed with a faint, yellow energy that they realized was similar to that of Kree energy and absorbed everyone of Yon-Rogg's blasts like they were nothing. Once the glow around her body had faded, Ms. Marvel then extended a hand forward and fired a gold-colored energy blast from her hand to intercept the next blast that Yon-Rogg fired, which eventually overpowered his attack and sent the Kree leader flying once it had overpowered his cannon. "Last chance," Ms. Marvel snarled at the remaining two. "Withdraw from Earth, now."

At this point, Mar-Vell's eyes widened in realization, as he had finally realized why Ms. Marvel's voice sounded so familiar. Sure she was not quite the same as he remembered her, but there was no mistaking that particular voice. "Carol," Mar-Vell gasped.

Ms. Marvel's eyes narrowed a bit in anger over the fact that one of these Kree had recognized her somehow, but at the same time, it did nothing to keep her from feeling confused as to how he had either. "Do I know you," Carol practically demanded.

"What happened to you," Mar-Vell asked in slight awe as he stepped forward in an attempt to open a peaceful talk. "That energy signature…I-it's Kree!"

This time, Carol's eyes were widening in realization, but it was mostly due to the fact that this was the first time she had ever seen Mar-Vell in his Kree form and she actually knew him by another name. "Lawson," Carol softly exclaimed in surprise before she lowered herself to the ground, feeling more angry than surprised at seeing her old friend again. "Lawson, what are you doing here? The Avengers said you were going to try and help us and this is how you do it? By attacking?"

Mar-Vell wanted to say something in protest to Carol's words, anything to deny what she was thinking, but he found that he could not for two reasons. The first was because he knew it would be almost impossible to convince her otherwise considering the state of the immediate area and due to Yon-Rogg's actions just a moment ago. The attack on the space station in orbit of Earth probably did not help matters either, but Mar-Vell was certain that he had taken the right actions in order to help ensure that Earth would survive. He was just not certain how to explain that to Carol or really anyone he knew from Earth right at the moment. The second reason was simply because Ronan was not willing to wait while the two stopped to talk.

"Enough," the Grand Accuser stated, though from his tone it was hard to tell if he was annoyed or not, but he made it quite clear that he was when he raised his hammer and fired a blast of energy from it at Carol. Thankfully, Ms. Marvel was able to get airborne again just before the beam had hit, and that was all the reason she needed to help her decide her next action once she had reached a high enough point in the sky to spin around and face the invaders.

"S.W.O.R.D., take him down," Carol shouted, and the Mandroids immediately opened fire on Ronan with everything they had. Their efforts only succeeded in pushing Ronan back a short distance, and in the end, there was nothing they could do to protect themselves from the energy wave Ronan released when he slammed the butt of his staff on the ground. An instant later, the Mandroid suits were shorting out and falling from the sky like stones, but thankfully, Carol was able to absorb the energy blast and remain in the fight. When she saw the rest of her people were knocked out, she immediately barreled directly towards Ronan in an attempt to tackle him head-on, ignoring the warning that Mar-Vell tried to shout out to her.

In the end, Ms. Marvel probably would have been better off listening to her former partner's warning, as Ronan swiftly grabbed her by the head and slammed her into the ground at his feet with little effort. The ringing in her head did little to help Carol as she tried to rise up to her feet again, but thankfully, she was able to focus just enough in order to absorb the energy that Ronan's hammer unleashed on her before it could cause her any serious harm. Unfortunately, she found that there was still a considerable strain in order to keep pushing back against his attack until she was close enough to Ronan, and that was all that Ronan needed to catch the newest superhero of Earth off-guard when he finally ceased his energy attack and knocked her out with a hard swing of his hammer, much to Mar-Vell's dismay.

Thankfully, Carol did not seem to have suffered any serious injury aside from being knocked unconscious, but that was as little of a comfort to Mar-Vell as it was of an impression to Ronan. "Was that one of the super-humans you were so impressed with, Mar-Vell," Ronan asked in disbelief. "For humanity's sake, I hope their rulers have more to offer."

Mar-Vell could barely bring himself to watch in dismay as Ronan and the other Kree warriors moved to return to their ship, already knowing what their next destination was going to be, and while he was sure that it would be better for Earth to surrender and join the Kree Empire, a small part of him was actually praying that the Avengers would show up and do something before they ended up hurting any innocent lives.

* * *

It took very little time at all for the Kree to travel from the drive-in theater to the United Nations Building in New York, and their arrival was immediately greeted by many of Earth's citizens getting as far away from the area as possible while still being close enough to see and hear what was happening. Though in some cases, those same people were wishing that they had just left the area completely, and that was due to the words that they heard Ronan say when he addressed the planet at large from atop the flying platform he had led his warriors from. "People of Earth," Ronan addressed. "You have a choice. Surrender, and become part of the Kree Empire, or be destroyed."

Everyone in the immediate area of the UN Building was silent for a few seconds, but they were soon joining the rest of the world in soft mutterings as to what was going to happen if these strange invaders were allowed to take over their home. Surely they did not really think that Earth's leaders would really allow such a threat to go unopposed, but then again, considering the kind of technology and power that the Kree clearly possessed, there was no telling whether or not any of Earth's forces could actually stand in opposition to their empire. After nearly an hour of continued, soft mutterings though, Ronan's patience had come to an end. "Your time is up," the Grand Accuser announced. "What is Earth's answer?"

"Sorry, I came in late. What was the question," a new voice quipped in reply, and soon enough, everyone's attention turned towards the source of said voice just in time to see Iron Man floating in the air before the invaders while an Avengers Quinjet touched down on the ground, depositing Hulk, Captain America, and Sprint Samurai once it had. Seeing Earth's mightiest heroes had arrived on the scene immediately drew cheers of joy from every human around the world, none louder than those of the people of New York, while the Kree only responded by having a number of their warriors disembarking from their ship once again to meet the heroes' opposition.

Ronan just stared down at the four heroes for a few minutes, having easily realized that these were likely the same ones that he had heard about from Mar-Vell, but his expression continued to remain neutral and unimpressed as he studied the four before him, almost as if he were gauging how much of real threat they would be to him. After another minute or so, Ronan gave his full attention to Iron Man and asked, "You represent the leaders of this planet?"

"Well, I am pretty popular, but…" Iron Man started to say with a slight chuckle, but he was quickly cut off by the Kree leader.

"Surrender your planet to the Kree Empire, and you may live," Ronan declared, as if thinking such an ultimatum would be all that was necessary to convince the heroes to do as he was asking.

Thankfully, Tony Stark was more than familiar with how to handle a very tense situation, and immediately raised his hands in a calming gesture as he calmly said, "Whoa, whoa, let's slow down here. Who are you again?"

"They're hostiles. Let's take 'em down," Captain America snarled in response before any of the Kree could say anything, and he immediately activated his photon shield so that the energy disk would be ready for action.

Before the super soldier could make any further moves though, he found himself cut off by Sprint Samurai as he held an arm out in front of him. "Hey, chill out, Cap," Ulrich told his friend. "Let's at least try to let Iron Man settle this whole thing peacefully before we start smashing away without a care like the Hulk would." He then looked to the Hulk as he quickly added, "No offense, big guy." When Hulk did not say anything in response, Ulrich turned to look at the Hulk directly to see that the jade giant was looking at one of the Kree with a scrutiny that most did not think that the Hulk could possess. "Uh Hulk, is something wrong," Ulrich eventually asked.

Hulk did not answer Ulrich directly, but instead indicated the Kree soldier in white and green armor that was practically standing in the center of the Kree forces and growled, "I know you. Marvel."

"Captain Marvel," Iron Man exclaimed in surprise, and he immediately turned to see that Hulk was correct in his identification.

"Wait, that's Captain Marvel," Ulrich asked in equal surprise. He then looked the Avengers' supposed Kree ally over for a few seconds before he finally commented, "Huh, I kinda thought he'd be a bit taller, and seem a little less…okay with his people openly invading and attacking us. At least based on what you guys and Sis had told me about him."

Mar-Vell paid little mind to the Lyoko samurai's comment, and stepped forward a bit so that he could address Tony directly. "Iron Man, please," the Kree captain practically begged. "Just do as Ronan asks. Surrender. Surrender and we can work something out."

None of the Avengers could believe what they were hearing. Here was the same man who had helped save their world from the Kree not so long ago, asking them to actually surrender and let his people rule them with an iron fist. It did not make any sense as to what could have happened to cause Mar-Vell to suddenly change his mind about his attitude towards humanity, but given the current situation, it was clear that one wrong move on either side's part would cause a lot more trouble for both sides than anyone probably wanted. At least it was clear to most of the people present, because one particular Avenger did not seem to care one way or another about what would happen if he did what he did next.

"Avengers, ATTACK," Captain America shouted, and he immediately threw his photon shield directly at Ronan, throwing the accuser off balance a bit due to the suddenness of said attack while surprising each of the other Avengers at the super soldier's sudden aggressiveness.

"Cap," Iron Man shouted in disbelief.

"What the hell, Rogers," Ulrich snapped in agreement, but no one was able to ask anything more, as the Kree were all immediately summoning weapons to their hands and firing on the three heroes who were currently on the ground. Captain America was able to defend himself the most quickly, most likely due to the fact that he had fired the first shot, so to speak, and while Hulk and Ulrich were both unprepared for a fight, it made little difference as the various Kree weapons barely so much as scratched the jade giant's skin while Ulrich was able to race out of the line of fire before any of the initial shots could hit him, giving him time to draw his sabers so that he could deflect any other blasts that he could not outrun.

"Well, so much for diplomacy," Iron Man grumbled when he saw a red and gold blur suddenly slam Captain Marvel into the UN building, and he immediately cut his jet boots for a few seconds so that he could avoid being hit by Ronan's hammer as the accuser swung it at him in his own attempt at retaliation. After re-engaging his jet boots, Iron Man then swooped around to fire a quick repulsor blast at Ronan, but the accuser just shrugged it off before slamming his hammer into Iron Man, sending the armored Avenger flying out of control through the air for a brief moment.

Thankfully, Captain America and Ulrich were able to notice Iron Man's situation over the chaos that the former had unleashed upon them, and the super soldier immediately shouted, "Hulk, we've got this scum! Go help Iron Man with the big guy."

"Fine," Hulk huffed before rushing off after his airborne teammate as Iron Man managed to right himself and then lead Ronan in a direction away from the UN building.

"Samurai, you and I will…" Captain America started to say, but that was as far as he got.

"Shut it," Ulrich snapped before he blurred away and knocked out one of the Kree shooting at them with the butt of his right hand saber. The samurai hero then leveled a fierce glare at Captain America, who seemed more irritated than surprised by Ulrich's attitude, and snarled, "You and I will be having a long talk about reckless actions in an already tense situation after this is over, _Captain_."

Ulrich then blurred away from the super soldier, who was just staring after him with a slightly angry look on his face, and let Captain America deal with a Kree grunt and Yon-Rogg on the super soldier's own while he dealt with all the remaining grunts. A quick pause allowed Ulrich to glimpse Hulk and Iron Man struggling against Ronan as the large Kree assaulted the two with powerful blows and energy blasts from his hammer, including one that came from the butt of said hammer's staff which managed to intercept and match Iron Man's unibeam, but his attention was soon diverted back to the first Kree that the Avengers had met when Ulrich saw that Mar-Vell was struggling against an energy beam that a blonde, red and black clad woman was bombarding him with. Ulrich was not really able to tell what Mar-Vell was saying to the woman, but he could clearly hear what the blonde was saying, and from the sound of her voice, it was clear to Ulrich that she was very pissed off, disappointed, and worst of all, betrayed.

"I believed in you," the blonde growled as she punctuated each sentence with another energy blast. "I _named_ myself after you. All this time, I thought you were out there fighting for us, but you were just bringing your people back here to conquer us."

 _Yikes. Why is it every super powered woman in my life is so scary,_ Ulrich wondered to himself as he saw Mar-Vell finally fall to his knees after one last powerful energy blast. Before he could ponder the matter any further, Mar-Vell raised a hand in a signal for the blonde to wait as he pleaded, "You have to convince the Avengers to stop; they'll listen to you!"

"Well they'll be more likely to listen to me if I tell them to wait, but I'm not hearing a good reason to tell them to stand down, so you had better give me something," Ulrich quipped as he blurred over to stand over Captain Marvel and hold a saber to the Kree's throat, slightly surprising the blonde woman by how the samurai hero had suddenly appeared next to Mar-Vell when he did. Seeing the woman's slightly stunned expression, Ulrich had to shoot her a small smile and say, "Hi, I'm Sprint Samurai, in case that wasn't already obvious. So should I call you Wonder Woman or do you already have a name for me to use, Ms…?"

"Marvel. My name is Ms. Marvel, but I think your sister knows me better as Carol, Samurai," the blonde lightly smiled in reply as she readied another energy blast for Mar-Vell.

"Wait…you're Carol," Ulrich exclaimed. "Wow. Jan and Sis's description of you really didn't do you justice. In a good way. In every good way possible."

Carol smiled in good humor at Ulrich's sudden nervousness, but she immediately schooled her features again as she lowered her energy-infused fist closer to Mar-Vell and snarled, "Samurai's right though. Why should we tell the Avengers to stop?"

"Earth cannot survive what's coming," Mar-Vell revealed. "The Kree are just waiting for Ronan's signal."

"His signal for what," Ulrich asked, though in all honesty, he was not sure he would like the answer, and when it did come, he found out how right he was.

* * *

Things back up on _Damocles_ Base were not going any better than they were on Earth. One minute the ship was being bombarded by enemy fire while scanning the Kree vessel, and the next thing anyone knew, a Kree attack squadron had teleported directly onto the bridge and started shooting at everyone in sight, with the Kree captain's only orders being to take no prisoners. Somehow, Brand had managed to get a fair number of people off the bridge before they were all killed or incapacitated, but there were two downsides to that. The first was the fact that she had lost a lot of good people and the bridge to the Kree, and the second being that, while she had managed to pull him to safety, Gyrich was not being even the least bit grateful at the moment, as evidenced by the fact that he kept trying to tell Brand how to do her job like he knew how to handle the situation better than she did.

"Do something," Gyrich shouted as Brand shoved him behind cover just before a Kree's laser blast took both their heads off.

At that point, Brand had finally had enough of the arrogant, impossible liaison, and immediately leveled a harsh glare at him as she grabbed the front of his shirt and snapped, "How about this: I push you in, and as they're shooting at you, I'll retake the bridge, or you could just be quiet and let me listen!"

The horrorstruck look on Gyrich's face was all the answer that Abigail needed to know which option he preferred, and thankfully, the government official wisely snapped his mouth shut so that Brand could lean around the edge of their cover so that she could look into the room and hear what was going on. When she did, she saw that the Kree had transported over another alien that was not of the same species. The new alien had red skin, a large snout, and bat-like ears, and he wore black pants, a sleeveless, purple shirt that left his stomach bare, silver boots and gloves, and what appeared to be a white collar of some kind around his neck, and given how he was nervously glancing around at the Kree soldiers, Brand figured it was safe to assume that the collar was likely some way of signifying that the red-skinned alien was not there of his own free will.

"Animal," the white and red armored Kree who had led the attack force said to the alien. "We could not access the station's computers from our ship. You will do this now."

"This technology…it is unlike anything that I…" the alien started to say, but he immediately stopped short when one of the Kree grunts suddenly pointed his gun at him, the weapon humming to life once he had. "Yes, I can do it," Animal quickly stated.

The red-skinned alien then turned to the computer and started rapidly tapping away at the console, only for the system to deny access to him just as it had been for S.W.O.R.D. ever since the human agency had started working on _Damocles_. As she watched Animal work, Brand had to suppress a small scoff at the idea that they would actually have better luck in accessing the Forty First Century A.I. than her people had, but her mood quickly changed seconds later when the computer stated, _"Access granted. Full control of_ Damocles _Base rerouted to command chair."_

The red and white clad Kree warrior then tapped his comm. device and radioed his ship to report, "This is Kalum Lo. We have control of the station A.I. Once Ronan gives the signal, we can turn the humans' own station against the planet."

"Terrific," Abigail sarcastically groaned before she raised her wrist communicator to contact the one person outside the Avengers who might be their best hope at stopping this right now. "Brand to Ms. Marvel. You'd better be alive, because we've got a problem."

 _"I'm here, Brand. What's your situation,"_ Carol's voice immediately asked in response, allowing Abigail to breathe a silent sigh of relief at hearing that S.W.O.R.D.'s heaviest hitter was still in one piece.

Brand quickly schooled herself again though, and informed Carol, "The Kree are planning a strike from space. You need to find someone called Ronan and keep him from transmitting any kind of signal or communication."

 _"Brand, this is Sprint Samurai of the Avengers,"_ the Lyoko Avenger's voice then said over the communication line. _"The rest of my teammates are already engaging Ronan in combat, and Ms. Marvel and I will be joining them to help out as soon as we're able to."_

Brand had to smile a little at hearing that the Avengers were with Ms. Marvel at the moment and were already fighting Ronan, but it did not change the fact that she still had to make sure she did what she could from her end and retake the bridge of _Damocles_ Base before the Kree could launch their strike, and she had a feeling there was going to be only one way she could pull such a thing off.

* * *

When Ulrich had heard the information that Brand had just relayed to them, he had to mentally groan at how he hated when he was right about things like that, but it did not change the fact that his teammates needed him and Ms. Marvel right now if it meant stopping Ronan. Before he could spin around and charge at the massive Kree though, Captain Marvel called his and Carol's attention back to him once again when he said, "Carol, Samurai, if I have to fight you two to save your lives, I will. You cannot beat Ronan."

If Carol were anyone else, she would have probably left the area the minute she recognized the fear that was in Mar-Vell's voice when he said that to them, because there was just no denying that he truly was afraid for the twos lives if they tried to fight against Ronan. Unfortunately for Mar-Vell, Carol was not someone else, and instead, she just narrowed her eyes at the man she had named herself after and snarled, "You don't know me at all."

Ms. Marvel then shoved Mar-Vell aside and charged right towards Ronan with a pair of energy blasts ready just as the Grand Accuser had slammed Iron Man into the ground with Ulrich racing in right alongside her. Just as Ronan was preparing to slam his hammer down on Iron Man, he was forced to let out a cry of shock as Sprint Samurai unleashed a pair of slashes into his back and then used the momentum to spin around and deliver a hard kick to his back, further disorienting the Grand Accuser. Ulrich then sprinted aside and looked up to the blonde as he shouted, "Ms. Marvel, hit him hard now!"

"You don't have to tell me twice," Carol replied as she fired a pair of energy blasts right into Ronan just before the large Kree could even begin trying to recover. The blasts not only knocked the Grand Accuser off his feet, but also sent him flying until he had slammed into the ground just before the left wing of the UN Building, and such action is what ultimately led each of the other three Avengers to turn their attention away from the battles they had just finished and onto the new heroine and the Kree she had just blasted. "Ronan, right," Carol asked as said Kree was rising back to his feet. "You wanted Earth to surrender? Guess what? It's your turn. Give up."

"You sure you're still in charge," Hulk quipped as he lightly elbowed Iron Man on the back of Tony's shoulder.

"Ha, ha," Tony dryly replied just as Captain America had moved to stand on his other side. Of course Steve only just noticed how Ulrich was still throwing him a small glare from the corner of his eye as he did, but he did not really pay it much mind or even recognition since he felt there was still a more pressing matter to deal with at the moment.

Ronan just narrowed his eyes at the five heroes, feeling that he had not encountered such infuriating beings since the group that called themselves the Guardians of the Galaxy, and growled, "You are an arrogant species, and as such, unworthy to join the Empire." Ronan did not pay any mind to the worried glances that the Avengers were exchanging between themselves and instead just looked up to the sky as he activated his wrist communicator so that he could contact the Kree ship that was still in orbit. "Ronan to all Kree forces, I have made my judgment. Eliminate all life on this planet."

Everyone had immediately tensed and prepared for the worst when they heard that, but after waiting for a few minutes, they seemed to relax a little when they realized that nothing had happened. Looking towards Ronan, the heroes immediately saw that, despite how well he was hiding it, the Grand Accuser of the Kree was also confused as to why his forces were not doing anything, until Captain Marvel suddenly stepped forward with an explanation. "Ronan, all communications from the ship are down," Mar-Vell stated.

"Did you do that," Tony whispered to Ms. Marvel.

"No, I thought you did," Carol softly replied in equal surprise. The two then turned to Ulrich and silently asked the samurai hero the same thing.

When he saw the questioning looks his team's leader and the blonde were giving him, Ulrich immediately said, "Hey don't look at me. I'm not the smart one between me and my sister, and I haven't even heard anything from her or the other Avengers as to whether or not they would be able to get here and help any faster than we had originally thought they would be able to."

Hearing that, Tony immediately thought of contacting Hank to see if the former Ant-Man had been responsible, but he just as quickly remembered that Hank was actually out of town on a research trip for the university he worked for today, so the question continued to remain unanswered for the moment.

* * *

Just a matter of minutes before Ronan had tried to contact the Kree ship, Brand had finally had enough waiting around and began to make her move, and it started with her sliding her weapon across the deck towards the Kree soldiers on the bridge. When the Kree looked up to where she was standing, they immediately raised their weapons towards the green haired woman, only to pause when they saw she was raising her hands in surrender. "Hold your fire," the S.W.O.R.D. leader shouted. "I'm Abigail Brand, commander of this station. On behalf of Earth, we surrender, so don't shoot me."

"Not so smart, human," Animal muttered under his breath as he watched the Kree soldiers stare at Brand for a minute before two moved to secure her as their prisoner. That turned out to be their mistake, as the minute that the two Kree had her in their grip, she immediately manipulated the heat around her arms to explode outward and knock the two away from her, forcing the Kree to drop their weapons into her open, waiting hands. Animal had ended up raising his arms over his head and looking away the minute Brand had unleashed the heat burst, and he did not open his eyes again until the shooting and cries of pain had finally quieted. When he did, he could not help but look around in shock at how every Kree on the bridge was now lying unconscious while Brand calmly walked towards him with her borrowed weapons pointed at him, prompting Animal to raise his hands in surrender thinking that she was going to shoot him next.

What Brand did instead actually surprised Animal a little. "You. Got a name," Brand asked once she had reached the red-skinned alien.

"…Sydren," the Kree prisoner replied after a moment's hesitation.

"I've been trying to access the A.I. here for months, Sydren. You did it in two minutes," Brand noted with a hint of awe in her voice. "Here's my offer: I free you from the Kree, I keep you safe in exchange, you work for me."

Sydren did not even need to think about his answer to Brand's offer, as evidenced by how he immediately lowered his arms and nodded, "I accept."

"Good," Brand replied, and she then used her powers to destroy the collar around Sydren's neck, much to his relief. "Kill all communications to and from that Kree ship."

Sydren did not need to do anything more than tap a signal button before Brand's request had been granted, much to the green haired woman's satisfaction, but her good mood was quickly dampened a little when Gyrich walked onto the bridge with a hint of surprise in his otherwise stoic face. "I saw what you did, Agent Brand," Gyrich noted. "There's nothing in your file about being a superhuman."

"What makes you think I'm human," Brand practically smirked in reply, getting a small look of stunned confusion from Gyrich that kept him quiet long enough for her to contact Carol with the good news. "Ms. Marvel, this is Brand. We've shut down communications to and from the Kree ship. If there are any Kree left down there, handle with _extreme_ prejudice."

* * *

The minute the Avengers heard Brand's report, they were all gearing for a final round against Ronan with Ms. Marvel ready to join them right after she settled one last matter that they still needed to deal with. "Time to pick a side, Mar-Vell," Carol told the one Kree who was supposed to help them.

"I am on your side," Mar-Vell insisted, bringing a few smiles to the Avengers for a brief minute, only for those same smiles to be washed away with what he said next. "There is no hope here except surrender."

"You have been paying attention, right," Ulrich asked in disbelief. "Your other guys are knocked out and probably won't be getting back up again until after we've won, communications to your ship are completely cut off so that your boss can't send out any kind of signal for anything, all of us are still more than able to fight while Ronan's all on his own, not counting you that is, and I think it's a safe bet that Ms. Marvel's friends up in space are already taking your ship under their control. I'm sorry, but I'm not really seeing any reason why we should surrender to you guys right now."

"More importantly, mankind will never surrender," Captain America added in full confidence.

"Ever," Carol finished just as confidently.

"And ladies and gentlemen, Captain America finally says something that everyone agrees with for the first time since we got here," Ulrich muttered to himself before turning to face Ronan along with Ms. Marvel and the other Avengers.

"Such arrogance," Ronan scoffed. "You wish to die here, so be it."

No one was able to react fast enough to prevent Ronan from blasting Iron Man clear across the courtyard, but they were more than able to react fast enough to retaliate for Ronan's attack on the Avengers' leader, as Captain America gave his photon shield a hard toss, Ms. Marvel fired a pair of energy blasts, and Hulk and Sprint Samurai both charged in for a combined, close-quarters assault. Ronan was able to shrug off all of their efforts without much difficulty, and soon enough Captain America was thrown into Iron Man just as Tony was starting to stand up again, while Ulrich and Hulk were batted aside like flies, and Ms. Marvel was sent careening through the air out of control before she managed to right herself in the air. Ulrich leveled a hard glare at Ronan from behind his visor, and immediately charged the Grand Accuser again at high speed, but this time, he used his speed in conjunction with his triplicate to throw Ronan off a little, and he then left his doubles to keep the large warrior busy while he ran back over to the Hulk.

"Hulk! Fastball Slasher Special," Ulrich cried out, and the jade giant immediately nodded in recognition with a smirk as he lowered a hand to the ground where Ulrich's feet would eventually end up. Once Ulrich's boot had landed in his palm, Hulk threw his arm forward, sending the samurai hero flying towards Ronan at an even fast rate than he had been previously moving thanks to the combined power of both Hulk's throw and Ulrich's speed, and the samurai immediately tucked his head down as he spun through the air with his sabers out, ultimately landing a series of saber blows against Ronan when he finally reached the Grand Accuser. When he came out of his spin, Ulrich had landed crouched down behind Ronan, giving him a chance to snap a leg out behind him for a kick into the Kree's back, but this time, Ronan had seen Ulrich attack coming, and he immediately grabbed Ulrich's leg with no effort at all before using the samurai hero to rid himself of Ulrich's doubles before tossing Ulrich into the Hulk with all his might, sending both heroes crashing into the water of the fountain that was behind the gamma hero.

It was at that point that Ms. Marvel had landed on the ground again and prepared charging up the energy in both of her hands to fire a powerful blast at Ronan, but the Grand Accuser just clenched his teeth in annoyance as he raised his hammer up to fire the energy beam from the end of his staff in retaliation. When the two released their attacks, they were sure that the blasts would collide with each other, leading to a struggle of who's blast would overpower who's first. That was not the case though, because when the blasts did collide, they slammed right into Captain Marvel after he had jumped in between the two blasts, much to Ronan's irritation and Carol's horror.

"NO," Carol cried out when she saw that hers and Ronan's blasts had struck Mar-Vell, and she could only watch as Mar-Vell fell to the ground once the two attacks had ceased. Carol barely paid any mind to when Iron Man and Captain America were batted away from Ronan when they tried to tackle him from behind, as she was more concerned with reaching the man who had been partly responsible for giving her the incredible powers she now possessed. "Why," Carol whispered once she had reached Captain Marvel's side. "Why did you do that?"

"If Ronan wins…there's still a chance that humanity can survive. That _you_ can survive," Mar-Vell gasped as he struggled to stay conscious. "If he loses…the Kree Empire is a hundred thousand star systems strong. Earth will be crushed."

It was moments like this that Carol felt all control over her emotions wavering greatly, because while she was upset that Mar-Vell had so little faith in her and the people of her world, she was actually rather touched that he cared so much to go to such lengths in order to save her and her home. To be honest, a small part of Carol actually wanted to kiss him right then, but it was still a very small part, and it was not strong enough to overpower everything else she was feeling right now. "If you really knew anything about humanity, you'd know we could never do what you're asking," Carol softly informed Mar-Vell in as angry a voice as she could manage, before she stood up and calmly walked towards Ronan as the massive Kree knocked Captain America, Iron Man, and Sprint Samurai away once again.

"You seek to face me once again," Ronan asked in slight surprise when he noticed Ms. Marvel approaching him. "It will end no better for you."

With those words having been spoken, Ronan fired his hammer's beam at Ms. Marvel with everything that it had, just as Carol raised her arms in front of her in defense. The blast knocked Carol back quite a few feet before she finally managed to hold her ground against it and began glowing as her body absorbed the energy of Ronan's attack, but she did not stop there. Instead, she simply marched forward, pushing against the blast as she continued to absorb its energy with every step she took, much to Ronan's shock and anger. "Fall," Ronan shouted, but Carol did no such thing, and instead just continued to push against his blast as she absorbed its energy like a sponge. "Why won't you fall," Ronan demanded.

Carol's only response to stop in her approach once she was within arm's reach of Ronan, and then release almost every ounce of energy she had absorbed in a spectacular explosion with a loud yell. The resulting energy explosion sent Ronan flying through the air and into the UN Building window before he fell to the ground, dropping his hammer as he descended due to having taken more of a beating from the heroes than he had realized. Ronan could barely start pushing himself up again when he saw a pair of black boots that were glowing with energy had appeared before his eyes, and he looked up to see that Ms. Marvel was still standing strong and glowing with Kree energy that she had absorbed from his attack, looking down on him with a fierce glare of her own.

"Surrender," Carol demanded once again.

Despite being unable to stand anymore, Ronan still found enough strength to push himself up a little and hiss one word in response. "Never."

Ms. Marvel just gave a short chuckle before she knocked Ronan out after pointing out a simple fact to him. "See? We've got something in common after all."

* * *

With the Kree's invasion thwarted thanks to the efforts of S.W.O.R.D. and the Avengers, everyone was able to relax a little more easily, and that good feeling was not hampered in the slightest by Gyrich's continued attitude towards both the space agency and the heroes. The only thing that affected the mood at all was when Tony, Ulrich, and Carol finished locking up the various Kree forces in the Negative Zone prison, and in that case, it just made everyone feel all the more better about how things had turned out, despite how quickly they had spiraled out of control. "Not too bad for your first time out," Tony told Carol as the three locked Ronan into his cell.

"Yeah, I can think of so many better ways to put it than just saying 'not too bad'. You were amazing out there," Ulrich clarified.

"Thanks. That means a lot coming from an Avenger, especially when it's coming from two Avengers like you guys," Carol beamed with pride, causing Ulrich to suppress a small, amused laugh from escaping him when he saw how the blonde's eyes seemed to sparkle with glee behind her mask, and when he thought of how she would likely react to what Tony was going to say next.

"I'm glad you feel that way, because I want you on the team," Tony revealed. "Join the Avengers."

This definitely surprised Carol, and while she was stunned on the outside, on the inside she was jumping around and screaming with joy at the fact that Iron Man had actually asked her to join the team. Such a thing was a really big deal for Carol, especially since there were already so many other more experienced superheroes in the world, and yet, Tony was asking her, a woman who had practically just started her hero career to join Earth's mightiest heroes. After another minute of celebrating and dancing in her head, Carol found that she could only stutter, "I…I don't know what to say."

"How about yes," Ulrich playfully suggested. "Seriously, please say yes, because I can think of a couple of other female heroes that would just love to have another girl on the team, especially since it's you."

Carol had to laugh a little at Ulrich's joke before she finally answered, "Yes, yes! I'll still have responsibilities to S.W.O.R.D., but yeah, it'd be an honor. Thank you."

"You're welcome," Tony nodded while Ulrich beamed with excitement at having a new addition to the team. "Hopefully you can save my life a lot more in the future."

"Like it's going to be that hard," Ulrich chuckled. "You're the one who's building gets attacked practically every other day."

Tony just scowled a little in response to Ulrich's jab while Carol laughed at his expense along with the samurai hero, but the three immediately fell silent when they reached the cell of one particular Kree that they had all hoped to avoid as much as possible in the near future. "I had convince the Supreme Intelligence that Earth was just a scientific anomaly they needed to study, but now you're a threat," Mar-Vell sadly informed them. "Because of what you've done, the Kree will come in full force."

"We'll be here waiting," Tony immediately retorted before he turned away and marched towards the exit of the prison.

"And we're not going to just sit back and let anyone take our planet from us. Maybe you should've thought of that before you betrayed us and our trust," Ulrich added. "Oh and by the way, I feel that I should give you fair warning: the only thing worse than Angel Guardian when she's mad, is Angel Guardian when she's feeling betrayed, especially by someone who was supposed to be a friend."

Ulrich then turned away and went after Tony, leaving Mar-Vell to think on that for a while, but despite the harsh words of the two men, nothing stung at Mar-Vell more than the look of disgust and betrayal that Carol threw at him before she turned away and marched out without even a single word to him. Though none of them ever even noticed how Mar-Vell's cell neighbor, Kang the Conqueror was throwing a small, knowing glare at the Avengers' departing forms, showing that he knew that this would happen, and that there was still much worse to come.

* * *

Sometime in the middle of the night, Captain America had managed to slip out of Avengers Mansion and into the city, making his way to an abandoned warehouse without anyone even noticing. In all honesty, he really could have cared less about anything Ulrich Stern had to say in regards to how he had handled the Kree's appearance at the UN Building, but that did not mean he was going to do all he could to avoid that talk that the Lyoko Samurai had promised him that they would be having, and somehow, he had managed to do just that for the moment. None of that mattered though, because there was something of great importance in regards to both the Kree's arrival and the Lyoko Warriors that he needed to report on.

After looking around one last time to make sure he was alone in the warehouse, the captain walked over to one particular crate and retrieved an odd-looking, deep purple device that was resting on top of the large box before activating and speaking into the device, while allowing his human skin and features to melt away and be replaced by green skin, a large chin with multiple bumps on it, and pointed ears. "We must move up our timetable," the false Captain America reported in a rough, hissing voice. "The Kree are coming, and there is something else. The youngest of the Avengers may be beginning to suspect something. Should we remove them?"

 _"No, that is not possible, Pitt'o Nili,"_ a female voice replied. _"You know that the energy surrounding those two young humans prevents us from having satisfactory results in replacing them with some of our agents. For now, we will step up our timetable as you have requested, but you must be more cautious around the two from now on. We cannot afford any further exposure."_

"As you wish, my queen. Long live the Skrull Empire," Pitt'o replied before he ended the communication, scowling a little after he had. He had of course forgotten that replacing the Lyoko Warriors was impossible for them, and after today, he was sure that he had lost their favor in at least one case. Still, that did not mean it would be impossible to regain it, after all, there was nothing anyone could do to stop what was coming, let alone a pair of mere children. Earth would belong to the Skrulls, and there was nothing that anyone would be able to do to stop that, whether it be the Kree or the Avengers. Pitt'o would make sure of that, even if he had to eliminate one of the so-called heroes in order to do so.

After hiding his communication device away once again, Pitt'o Nili altered his appearance back into that of Captain America again and departed from the warehouse so that he could make his silent return to Avengers Mansion, but despite how silent his travels were the air was still ringing a with a great deal of tension and warning from what was still yet to come for Earth.

* * *

 ** _AN: So yeah, I think you guys can see why I said not a lot changed this chapter, because the main focus for this chapter was the introduction of SWORD and, more importantly, Ms. Marvel, as well as the addition of Ms. Marvel to the Avengers! Yeah, that is a bit of a big deal, so I think you can all understand why I did not just remove this little adventure from the story, and I hope you'll all note that I did change a few things up in comparison to what happened in this particular episode originally._**

 ** _Ulrich: Uh, mind explaining why Hulk and I seemed to do a modified version of the Fastball Special?_**

 ** _AN: Well to be fair, who here honestly thinks that Ulrich and Hulk wouldn't try to do that at least once at some point or another?...No one? Yeah, I didn't think so._**

 ** _Aelita: What about that bit at the end there with Skrull Captain America and his pals saying that they couldn't replace me or Ulrich?_**

 ** _AN: Ah, that was actually something that I had in mind for a while now, and which will come in to play again at a point later on down the line. On a similar note, yeah, I had a few things happen that made it clear that Ulrich is now even more suspicious of the Fake Captain America, and the wannabe pretender knows it. Also, I figured I should at least have that little moment happen since we haven't really seen all that much of Skrull Cap's real identity being fully revealed so far in this story until now. Oh, and before anyone goes and tries to think that I made up that little bit about Skrull Captain America's real name, I will have you know that I looked it up, and that is in fact what his name actually was in the show._**

 ** _Ms. Marvel: Well I certainly hope that I get to do a bit more in this story than I did in the series._**

 ** _AN: Don't worry Carol...can I call you Carol?_**

 ** _Ms. Marvel: Oh sure thing._**

 ** _AN: Okay, just checking on that, but like I was saying, don't worry, I fully intend to let you have a few chances to shine in the spotlight later on in this story, even at the point when you're technically not part of the Avengers if I can. Now I believe that takes care of every issue I wanted to address, aside from telling you that we're going to be seeing a little something I'm sure you've all been patiently waiting a long time for next chapter. Onto the Preview!..._**

 ** _A bizarre stranger appears on the Avengers' doorstep, claiming to have been abducted by aliens, which were now hunting for him. Though dismissed as being crazy at first, the team immediately dismisses the notion when they notice the markings on his back are those of the Kree. Things get further out of hand when an even more bizarre group of seven appears hunting for the man and then attacks the Avengers thinking that they are in the wrong. Just what is going on, and who is this Michael Korvac person, and can Aelita and Ulrich manage to clear up any confusion before things turn for the worst? Find out next time in…_** **Chapter 7: Avengers and Guardians** ** _._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**

 ** _Seriously, please leave a review._**


	7. Avengers and Guardians

_**AN: Okay guys, who's ready for the big chapter in which the Avengers meet the Guardians of the Galaxy?!**_

 _ **[audience applause]**_

 _ **AN: Yeah, I thought so. And if you're expecting the same line-up of Guardians as the one in the show, then clearly you've forgotten about what happened in the last story when Nova showed up on Earth and said that he was part of the team. And yes, just so we're clear, I mean Sam Alexander Nova.**_

 _ **Deadpool: Awe, but I wanted to see that Quasar chick kickin' Iron Man's butt again! Boo! Boo! You stink!**_

 _ **AN: {Sighs} I am not even going to dignify that with a response, or what I usually say when he shows up. [Hits control]**_

 _ **Deadpool: I guess that means you're finally accepting that you just can't ditch the merc with a mou...[gets cut off when a dragon suddenly swoops down and captures him in its large, fanged mouth, before thrashing him about and then tossing him into the air so it can blast him with fire and swallow him whole]**_

 _ **AN: Sometimes I actually scare myself with the things I do to deal with that maniac...but then I very quickly get over it. I swear, I've said it before, and I'll say it again and be proud of the fact. I hate Deadpool.**_

 _ **Hawkeye: Well, I'm actually glad he's back, because that means you can go back torturing him instead of me.**_

 _ **AN: Unless you try to give away a spoiler or something.**_

 _ **Hawkeye: Come on! What've you got against me anyway?**_

 _ **AN: Honestly? Nothing really. You're actually pretty cool, but at the same time, you also seem to be a source of comedic relief when it comes to the Avengers a lot of times, so...**_

 _ **Hawkeye: Fair enough...I guess. Aren't you going to answer some reviews or something?**_

 _ **AN: You're kidding right? We've only gotten two reviews for this story, and it's been a couple of MONTHS since the last chapter was posted. To those of you, and by those of you, I mean the only two who actually reviewed the last chapter, who did post a review, thank you for doing so, and glad you like the story so far. And to the rest of you, please, at least try to post something as a review for this story. Seriously, constructive criticism can be a good thing, or really just anything at all would be acceptable.**_

 _ **Although, in response to one of those reviews, namely the one from long-time follower of the Code Avengers Series, "Michael78", yes, there will be a sequel to Code: Avengers, one which will actually draw a bit of inspiration from the animated series, Avengers Assemble while still being a bit more original, so keep your eyes open for it after this story is finished.**_

 _ **And to the guest review that we received, thanks for all the glowing compliments, and you're right. It is hard to find a good Code Lyoko crossover on this site, and this is coming from a serious die-hard Code Lyoko fan. Hope you continue to enjoy reading the story as much as I do writing it.**_

 _ **Now, I've kept you all long enough, so let's get things started with a new updated version of that little intro sequence you all saw at the start of Chapter 1! Told ya you would be seeing it again. Avengers, to the chapter!**_

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **And there came a day unlike any other, when Earth's mightiest heroes found themselves united against a common threat. On that day, they became the Avengers: the invincible, armored Iron Man; Hawkeye, the world's greatest archer; the Wakandan King, Black Panther; Thor, Prince of Thunder; the Wasp, size-changing extraordinaire; Ms. Marvel, kree-energy-infused defender of Earth; the Hulk, strongest hero there is; Ulrich Stern and Aelita Schaeffer, alias Sprint Samurai and Angel Guardian, the last Lyoko Warriors; and Captain America, the First Avenger. Assembled, they are strong, and forever, they fight as one. Avengers, assemble!**

* * *

 **Chapter 7: Avengers and Guardians**

It had been about a week since the Avengers stopped the Kree invasion and Ms. Marvel had joined the team, and in that time, there was not really all that much worth mentioning for some of them. Of course, Hank would easily disagree with that sentiment, as at one point during those few weeks gone by, he had returned to Greyburn College to discover that his spare Ant-Man suit and a prototype shrinking device he had been working on called the Pym discs had been stolen from his lab at the institute. He had considered telling the other Avengers the minute he had found out that the objects were stolen, but he ended up letting his pride prevent him from doing so, and instead, he ended up employing the services of Luke Cage and Iron Fist.

When the case began, Hank had of course expected someone that was a well-known criminal with the ability to circumvent one of the most advanced electronic locks on the planet and then figure out how his suit worked, but what he had not expected, was that it was actually the maintenance man for his lab at Greyburn, or that said maintenance man was actually a former convict who had only turned to crime as a way to pay for a surgery that his daughter needed. After hearing that the man in question had only stolen the Ant-Man suit to help save his daughter, who had been kidnapped by the criminals he had worked for before ending up in jail, Hank and the Heroes for Hire ended up helping the former thief save his daughter and stop the criminals in question. In the end, Hank refused to let the relieved father turn himself over to the police or return the Ant-Man suit, saying that Ant-Man was on an undercover assignment for the Avengers, and that he was happy to pass the mantle of Ant-Man on to this man who deserved a chance to prove that he was a good man to both himself and the rest of the world. While Tony was a bit upset at the fact that Hank had told Cage to send the bill to him, there was no denying that Hank was happy that he had found someone who was truly worthy to carry on the legacy he had built as Ant-Man, and that fact also went a long way in making Janet feel happy for her boyfriend as well, despite the fact that it showed just how sure Hank was that he would never be a superhero again.

Hank never really told anyone who it was that wore the Ant-Man helmet now, but everyone felt that they could respect his reasons for keeping that fact a secret, so they just let it be. At the moment though, Janet was honestly wishing that she could just go out and meet the new, fellow size-changer if for no other reason than to get her out of the irritatingly boring task that she and Aelita had to carry out at the moment: monitor duty. None of the team really enjoyed taking on this task, partly because whenever Hulk had monitor duty, one of them always had to take it with him for obvious reasons, but it was a necessary evil that they had to endure so that they could make sure they were ready for anything. That did not stop Janet from doing whatever she could to ease her boredom whenever she was assigned to monitor duty, and at that moment, that involved contacting the newest Avenger for a bit of girl-talk, which she somehow dragged Aelita into. _"Aren't you two supposed to be watching out for supervillians? Isn't that what monitor duty is,"_ Ms. Marvel pointed out to her excitable friend.

"I told J.A.R.V.I.S. to let us know if anything blows up," Janet sighed in show of boredom. "Besides, I don't really see why all of us have to take up a monitor duty shift when Hank's on it 24/7."

"In other words, she's making our favorite computer butler do her work, while I'm actually trying to juggle my own work on monitor duty with this little chat we're having. Plus, she's gotta talk to someone about how her relationship with the former Ant-Man has been steadily growing other than me, because we all know that I'm just gonna relentlessly tease her about it," Aelita joked, getting a small smile out of Carol, but nothing more than that.

"You do know that I can get back at you by bringing up a certain web-head, right," Janet reminded Aelita with a sly look on her face.

"Why do you think I'm teasing you about you and Hank in the first place," Aelita pointed out.

 _"I'm surprised that it went that far at all, seeing as you two are so completely different,"_ Carol remarked to Janet. _"But are you really okay with him passing on his Ant-Man mantle to someone else?"_

"Well, part of me is a little upset, sure. I guess I had always kind of hoped that Hank would eventually decide to join back up with us out there in the good fight again, but that idea's pretty much shot out the window now that he's turned it over to this new guy," Janet shrugged in admittance. "But if you could see his face every time he's been around since then, you'd be able to tell in an instant just how happy he is that he found someone to carry on in his stead. Sure it might be the end of whole 'Ant-Man and Wasp' thing we had going for a while, but if he's happy, then that's good enough for me."

Carol and Aelita both had to smile a little in response to Janet's rather mature attitude about the whole thing, but even so, the latter of the two could not stop herself from commenting on the matter as she said, "You know, I'm surprised that you could be so mature about this, Jan, considering how often you act like you're the youngest member of the team."

"Hey, I don't act that immature," Janet protested.

 _"Jan, I've got a list of times you've acted like you were the younger one in yours and Aelita's sisterly relationship just from the few days that I've actually been an Avenger, and that includes the stuff I've known about since you introduced me to Aelita. I'm pretty sure we both have a case that leans in our favor on the matter,"_ Carol teased.

"Like that time when you threw a little temper tantrum like a three-year-old just because some average crooks got away from you and ended up being caught be me when you joined me on one of my patrols of the city," Aelita offered in example.

 _"Or how about that time when she nearly squeal like an excited fan-girl just because she and Ulrich saved some famous actor from being iced by Blizzard,"_ Carol quickly added.

"No, no, that wasn't Blizzard. That was that mercenary who calls himself Crossbones," Aelita corrected.

"You two are both terrible," Janet snapped as she playfully shoved the laughing pinkette, but it did nothing to keep her from chuckling along with the other two as well. Before the three friends could continue their playful banter, the chime of the mansion's doorbell sounded on the speakers, leading Wasp to bring up an image of three people standing on their doorstep in response. "Hey, we've gotta run Carol. Someone's at the door. Hopefully, someone who is a little nicer to me than you two are," Janet playfully retorted.

"We'll call you if we need anything, or if we just want to continue this conversation," Aelita stated, to which Carol nodded before signing off, leaving the two heroines to ascend to the main floor of the mansion so that they could answer the door.

When the two finally opened the door to whoever was outside, they were both furrowing their brows in confusion at what they saw. There before them, were a pair of New York's finest, with a blonde haired man who had pale skin and was wrapped in a blanket, while the only clothes he had on were a pair of dark grey pants that were clearly just found from wherever the nearest supplier was. Looking the man over for a few minutes also allowed the two to see that he was rather thin, almost like he had not eaten anything in a while, and his eyes had the tell-tale black rings under them that could only mean that he had not slept in a while either. After another minute or so, there was really only one thing that Janet felt she could say. "Is this a drop-off, because he doesn't exactly look like a supervillain."

"We found him in a crater in Central Park, talking crazy. Thinks he's been abducted by aliens or something," one of the two officers said as he made the universal sign for crazy and then turned the man around so that the two could see his back once the blanket had been lowered a little. When the two did, they could see a variety of scars that were clearly not from ordinary injuries, seeing as they were in a clear pattern that was almost reminiscent of the patterns worn on some of the Kree's uniforms.

Seeing the man's back made the two girls gasp a little before Wasp looked to the officers and asked, "Have you contacted S.W.O.R.D?"

"What's that," the officer who had spoken inquired.

"There's your answer," Aelita muttered to her friend before turning to the officers and asking, "How well have you two been keeping up with the recent news? Particularly in regards to the incident that had taken place at the UN Building a few weeks ago."

Before either of the officers could reply, the blonde man looked to Janet and suddenly gasped, "Corrina? Corrina, we're not safe here."

"I, um…uh," Janet stuttered, not entirely sure how to respond to that.

"Th-they keep coming after me, you can't be here," the blonde stuttered as he went completely wide-eyed, making the two girls wonder for a minute if he was extremely traumatized or actually crazy like the officers seemed to think.

"Uh, sir, my name is Janet," Wasp finally said, hoping to get the man to calm down a little. "Are you okay?"

Once he heard that he had mistaken Wasp for someone else, the blonde man did seem to settle down a little, but still reached for the two heroines as he softly begged, "Please, you have to protect me."

Neither of the two really knew what to think at that point, but it was clear as day from the look in the man's eyes that he truly was frightened of something, and that was all the reason they needed to agree on their next course of action. "The Avengers will take it from here, officers," Aelita informed the policemen while Janet slowly guided the blonde man into the mansion. The officers nodded in response to that and then turned to leave, while Aelita shut the door behind them and broke into a small jog to catch up with Janet and the mansion's newest guest.

"Do you have a name," Janet asked the guest in question.

"Michael Korvac," the blonde stuttered in response.

Aelita nodded in response to this, and then said, "Don't worry, Mister Korvac. We're going to do whatever we can to help you."

This seemed to put Michael at ease by a very small amount, but as the three made their way to the elevator so that they could bring him to one of the mansion's medical labs, Aelita could not help but gain a rather uneasy feeling that was slowly building up in her stomach about what this man's sudden appearance at the mansion could mean.

* * *

It turned out that taking Michael Korvac into an elevator was probably not the best idea, as the man ended up having a panic attack as they were descending to the medical lab, which led to him lashing out uncontrollably, and Wasp then zapping him with her stingers in a panic when the man ended up swinging at her. Thankfully, her stingers had only been strong enough to knock Korvac out, and he ended up remaining unconscious until the two had brought him down to the med-lab, where Hank and Jane Foster were now doing what they could to examine him as he muttered in his sleep. While Thor was not with the team at the moment, Jane was still a very valued friend to the team, and was still more than happy to come by and help them out with any medical problems that they ended up facing when they called her, so she really had no problem with coming by the mansion to help Hank examine the man in question, seeing as Hank was not really much of a medical specialist.

While the two were running their examinations, the two girls were watching on from an observation room along with Hawkeye, Black Panther, and Tony, who had each rushed down to the lab the minute that Aelita had told them about what had happened since they met Korvac at the door. When he saw that Hank and Jane had been forced to tie Korvac down for his own safety, Hawkeye, in his ever insensitive nature, ended up commenting, "I'm pretty sure I've seen this movie before." His insensitive comment immediately earned him a scoff and a hard hit to the arm from Aelita, leading the archer to throw an incredulous look at the pinkette as he asked, "What'd you hit me for? Jan's the one who zapped him into unconsciousness."

"Which would more than likely be a better alternative than risking him hurting himself more than he likely already has been," Aelita argued, since she saw that Janet gained a rather downcast look at the reminder of her actions.

Hawkeye and Janet both had to nod in agreement with Aelita, but it did not stop the archer from continuing on where he left off. "Am I seriously supposed to buy that this guy got abducted by aliens and experimented on though? Come on."

"Right, because we all know there's no such thing as aliens. I mean, that's just as crazy as alternate dimensions and people actually coming from them," Aelita replied in heavy sarcasm that could only have been missed by someone who was completely oblivious or just a total idiot.

"Besides, you didn't see the look in his eyes," Janet added in a much more somber tone. "He's scared. He's been going in and out of consciousness. Jane, Hank, Aelita, and I have been able to piece together a lot of it together. He escaped from an alien ship, but more aliens are chasing him."

"We think he's trying to get back to whoever Corrina is. She could be his girlfriend, his wife, or a really important friend, but there's really no telling how long he's been gone at the moment," Aelita picked up.

"Obviously Earth is of interest to several alien races, but Mister Korvac's tale has problems," Black Panther stated, showing that he was willing to give the man the benefit of the doubt, but at the same time reminding everyone that there were still a few holes in what Korvac was saying that could prove he was crazy. "How could a normal man escape from an advanced alien race, much less return to Earth?"

"Well, he has been going on about how they were experimenting on him, so maybe those experiments ended up doing something to his body's physiological make-up, or just him in general," Aelita offered.

"We can always ask him once he wakes up," Janet suggested.

"When he wakes up, he's going to flip out. You realize you put Mr. Abductee here in a med-lab and strapped him to a table to get examined," Hawkeye pointed out.

"Oh. Good point," Janet admitted as she and Aelita both adopted sheepish looks in response to this.

"Well, crazy or not, there's a crater in Central Park. He didn't make that up," Tony reminded everyone, clearly showing that he had shifted into his leader mode. "Hawkeye, Panther, go check it out. Aelita and I will stay here with Jane and Hank and…"

"I'm going to find Corrina," Janet interrupted as she shrank down and moved to fly off.

"Uh, not exactly what I was going to say," Tony informed Wasp, halting her in her departure.

"But it is a good idea," Aelita reasoned. "She's probably been looking for him this whole time, and she may have a few more answers to what happened to him."

"We can use some facial recognition thingamajig and see if anyone put out a missing persons alert on him, because it's probably her," Wasp added to Aelita's reasoning, and she then flew off before anyone could say anything else on the matter, leaving the others to stare after her before the split off to carry out their assignments.

* * *

A few minutes later found Hawkeye and Black Panther at the sight of the crater in Central Park with the latter holding a scanning device in hand so that he could gain some readings from the crater, while Hawkeye kept an eye out for anything else that could have formed said crater. Of course, it also gave Clint a chance to voice the grievances he still had about the whole thing. "I still don't buy it. Maybe the guy did get taken by little green men."

"Or blue," Black Panther remarked in reminder of the fact that the Kree did in fact possess blue skin, and as a way to joke around a little, something that he had started trying to do to ease the tension a little more often recently.

"Stop it," Clint lightly snapped, knowing that T'Challa was joking when he said that. "What I'm saying is there's something off about this guy."

"Perhaps after weeks or even months of experimentation by alien creatures, anyone would be 'off'," T'Challa pointed out.

"Now you're just being difficult to mess with me," Hawkeye quickly accused his friend.

T'Challa could not stop the smile that had formed behind his mask as he lightly admitted to his friend, "You are right."

Once the two had finished the scans that they were performing, they turned away from the crater site and moved to leave, though neither of them noticed when a number of lights suddenly lit up the shadowed area underneath the nearby bridge, or the seven figures that had appeared once the lights had subsided. Even from the shadows they were standing in, it would be clear to anyone that not all of them were quite that human, but it became much more easily enforced when one of them stepped forward into the light to reveal that he had yellow skin and a green gem in his forehead, which glowed for a minute before he uttered one word in a voice that seemed to echo as he spoke. "Korvac."

* * *

After Hank, Jane, Tony, and Aelita had finished running the scans and tests that they wanted to on their new guest, the four were quick to move Michael from the med-lab and into one of the mansion's guest rooms, hoping that it would not aggravate him when he finally did wake up, despite the fact that he still fidgeted and muttered in his sleep, indicating that he was having a rather bad dream. It was only a mere few minutes after they had placed him in the bed and Jane left that Michael woke up, and the three Avengers immediately brought him to the kitchen so that they could get him something to eat. Michael ended up just sitting there though, looking down at his food with a blank look in his eyes, which left the three Avengers feeling as though they could freely talk about him with Hulk and Ulrich, who were in the midst of chowing down as well, the former with far more gusto than the latter.

"He seems okay, physically," Hank informed the two, taking the lead on the three scientists' explanation. "The scars on his back are rough, though there's no internal damage. Aside from that, he's malnourished and dehydrated, but those are both problems that should be easily resolved assuming he decides to actually eat some of the food we've just given him, or really any food at all."

"Here's where it gets weird though," Tony continued as he brought up a hologram of Michael from the palm of his armored hand for all to see, along with the readings that he had taken of the man. "He's emitting some kind of energy, something Hank and I have never seen before, and the same goes for Angel."

Hulk and Ulrich both paused in their eating for a minute to stare at the hologram, though Ulrich's look was decidedly much more blank than Hulk's was, which prompted Aelita to remind the team's leader, "You know, maybe it probably isn't all that helpful trying to explain this stuff to these two, Tony. I'm pretty sure it's gone over both of their heads."

"Right. I guess you have a point there," Tony sheepishly admitted as he shut off the hologram.

"It's a form of cosmic radiation," Hulk suddenly said once he had swallowed the food that was currently in his mouth, only to go right back to the large turkey leg that he was tearing into.

"What? It's not," Tony started to say as he reactivated the image he had just shut off, only to pause in shock when he saw that the Hulk was right in what he said, which resulted in him being able to say only one word in response. "Oh."

"I guess you both forgot that while the Hulk is more about smashing and muscle, he does share a body with Bruce Banner, a leading expert in radiation, which makes Hulk an expert as well," Hank reminded the two.

"Banner's an expert in gamma radiation, but he has done other work as well. Plus, you'd be surprised at the kind of things you can learn when you're always running from guys like Ross and S.H.I.E.L.D. I'm just relaying his words to you," Hulk corrected.

Aelita and Tony both had the decency to look sheepish at that, as they had both forgotten that Hulk and Banner did share a body, if not the same mind, much like Doctor Jekyll and Mister Hyde, prompting Ulrich to pause in his snack to say, "If it makes you guys feel any better, you completely lost me after weird energy that you three had never seen before."

"There was residual cosmic radiation at the site," Black Panther's voice suddenly said, which served to announce to the five that he and Hawkeye had just returned from their assigned task.

"It can't be a coincidence that we found the same kind of thing on both Korvac and at that crater," Aelita reasoned.

Tony immediately nodded in agreement of that just as Hank said, "Well, I've already contacted Ms. Marvel to let her know about all of this, seeing as she's the S.W.O.R.D. liaison, and they're supposed to be the ones who handle this alien stuff."

Hawkeye spared a skeptical glance at Korvac once again, still clearly thinking that the mystery man was a bit nuts, before he glanced around the room again and noticed that there was one other Avenger missing tonight aside from Wasp and Ms. Marvel. "So where's Cap?"

"You mean aside from doing his damned hardest to avoid that talk I had promised him we'd have after the Kree invasion," Ulrich practically snarled in response. He was not sure how the super soldier was doing it, but Cap had managed to evade the conversation that Ulrich had promised him they would have after the veteran of World War II had aggravated the already tense situation with the Kree in the way that he had, and needless to say, that had not helped improve Ulrich's mood towards Captain America regarding that in the slightest, nor had it made things any better in easing the concern and suspicions that Ulrich and Aelita both had in regards to their supposed friend.

"Maybe he's avoiding that because he knows that conversation will involve you using your sabers on him," Hawkeye lightly quipped.

"If he keeps avoiding it, I make no promises that it won't end up doing so," Ulrich muttered to himself.

Hoping to distract everyone away from the rather tense subject that had become the relationship between Captain America and Sprint Samurai, Tony quickly revealed, "Cap actually requested some time off. I think he's looking up a few more old World War II buddies or something."

That drew confused looks from both Ulrich and Aelita, as Cap had often let them know when he had found one of his old friends from the Forties and subsequently let them know if he wanted to bring them along with him or not. Plus as far as they knew, the super soldier had already tracked down all of his old friends from that time, and the only ones who were still around were Logan and someone by the name of Peggy Carter. That could have meant that he was probably visiting Logan or going out with Wanda, but considering how Cap had not really said much about his relationship with the Scarlet Witch recently, whether it be in regards to how well it was going or just to ask for some advice from anyone on the team, they could not help but feel that was also not a likely possibility, which only raised a few more red flags for the last Lyoko Warriors. The two ended up having to table the matter for later when everyone's ID cards suddenly rang out to let them know that someone was trying to contact them.

 _"Guys, I'm five minutes out. Meet me in the foyer, and bring Michael,"_ Janet reported, and upon turning to their unexpected guest, everyone immediately saw that Korvac had perked up a little when he heard his name being mentioned over the communicator. Thinking that Janet had probably found who she was looking for, everyone just shrugged in response and grabbed what they needed before leading Michael to the foyer as Wasp had requested, arriving in said room right around the same time that Wasp walked in with another woman next to her.

The woman in question had brown hair that went a little past her shoulders, which was held back by a blue hair band, and green eyes, and she was dressed in a simple blue and white dress, which was worn beneath a reddish brown coat. The minute she stepped into the mansion and lay eyes on the team's blonde haired guest, the woman immediately became wide-eyed and quietly gasped, "Michael?"

"Corrina," Michael gasped after a minute, and the two were instantly running up to each other until they finally met in the middle of the room with a powerful embrace, bringing smiles to everyone's face at the warm, touching sight of the couple finally being reunited after who knew how long. "I did it. I got back to you," Michael happily proclaimed as he held Corrina tightly in his arms.

"Michael, you've been gone almost two years," Corrina exclaimed as she pulled back a little so that she could get a proper look at her long lost boyfriend's face. "I…I thought you left…I thought you weren't coming back."

"Two years," Michael exclaimed in surprise, while the Avengers kept their own shock well contained, happy to let the two hash things out at their own pace.

"Michael, what happened to you," Corrina finally asked, leading the Avengers to think that they would finally get some answers on that same question as well.

Sadly, it did not seem that they would be getting those answers that easily, as Michael's only response was to look around nervously for a minute before his face became hard and he said, "I'll never let us be apart again, Corrina. I will _never_ let them hurt me again. Any of them."

"Who," Corrina asked, clearly just as confused as the heroes that were currently standing around her and her boyfriend, but before Michael could start ranting about his alien abductors again, a soft glow started to light up the room, putting everyone on guard for whatever was about to come at them. When the glow finally faded, the Avengers had to admit that they were not expecting what had appeared.

There before them all was probably the strangest group of seven beings that the heroes had seen since the X-Men, and that was not accounting for the fact that two members of said group were what looked like a raccoon and a giant, walking tree. The others seemed reasonably human, for the most part, aside from a few small details. First off was a man with dark grey skin, and red markings that almost seemed like scars all across his body, who was decked out in a pair of black pants, boots, and arm bands, while his torso was left bare. Moving on from him led the team to see another man with yellow skin and a green gem in his forehead, and pale blonde hair, who was decked out in a red and black outfit, which he wore under a long, dark blue coat. The third man of this group had a helmet with red lenses which covered his entire face except for his hair, and wore dark colored pants, black boots, and a dark red jacket, while what looked like a pair of strange blasters were strapped to either side of his belt. Next came the only female member of the group, who had green skin and black hair which had violet-red ends, and wore an all black outfit that left her arms bare, save for the fingerless gloves that she wore on her hands which reached her elbows, while a sword rested on the left side of her belt. The final, human-looking member of this group was a someone who looked like he was at probably only a year older than Ulrich and Aelita at most, and was decked out in a black and yellow suit with yellow shoulder pads, gloves, belt, and boots, while a black helmet with a red cross set on the forehead between the eyes covered his entire face save for his mouth and chin.

"Tony," Wasp nervously called, which led Iron Man to lower his helmet's mask as he moved to stand next to Wasp alongside Black Panther, Hulk, and Hawkeye.

"Avengers, protect Korvac," Iron Man ordered. When the green skinned woman drew her sword while the grey skinned man drew a pair of energy daggers from the back of his belt and the boy in the helmet suddenly lifted into the air as his body started to gain a faint, bluish white glow, Iron Man could not help but ask the team's archer, "Still think Korvac's making all this up?"

"I'm on the fence," Clint replied, not wanting to admit that he did in fact lose all doubts the minute these mystery beings appeared. At least, most of them were a mystery to a majority of the Avengers, but there was one member of the sudden arrivals that Aelita and Ulrich recognized with very little problems.

"Nova? Nova, is that you," Aelita asked the black and yellow suited man in the helmet in surprise, causing both teams to pause in their actions.

After a minute or so, a look of recognition dawned on Nova's face as he grinned a little and exclaimed, "Oh hey! You're Webs' girlfriend, right?"

"Uh…yeah. I'm Angel Guardian, and I'm sure you remember my brother Sprint Samurai, too, don't you," Aelita replied, feeling a bit put out that the guy only remembered her as Spider-Man's girlfriend. Then again, she figured that she could not fault him for remembering her that way since they only met once after Kang's invasion and the guy clearly kept interesting company that would make a pink haired girl with superpowers seem normal to him.

"Yeah, of course, considering how he and Tiger couldn't stop making lovey-dovey eyes at each other," Nova exclaimed after he had lowered himself back to the floor. "Sorry I haven't dropped by in a while so that we could really hang out more, but it is a big galaxy out there, and its part of my job to make sure it stays safe. So, I'm guessing these other guys are the Avengers I've heard about?"

"Well, some of them are, yeah," Ulrich nodded in response, though he still kept one of his sabers ready just in case, much like the other Avengers who were easing up but still standing ready just to be safe. "And I'm guessing these guys are your teammates from space?"

"Yep, that's them," Nova replied, while his teammates seemed to ease up a little as well. "But what're you guys doing here, anyway?"

"Uh…we live here," Aelita stated.

"Yeah, I got that from the fact we're in a mansion, but I meant why are you trying to protect Michael Korvac," Nova remedied, instantly drawing guarded expressions from all of the Avengers. "The guy's seriously dangerous, especially with everything that he's done."

Ulrich and Aelita both looked from Nova to the shaking, thin, pale man that they had been looking after ever since he had appeared on their doorstep, until they finally looked back with Ulrich saying, "This guy? A danger? You can't be serious. I mean look at him. He look's about as dangerous as a newborn baby."

"Do not be deceived by the coward's appearance," the grey skinned man suddenly declared as he brought his daggers back up so that they were ready for action again. "He is a threat, and he will face the wrath of the destroyer for his crimes."

"Whoa, hey! Easy Drax," Nova tried to say in an attempt to placate his teammate, only to have it drowned out by his team's target.

"No. No! Please, you have to help me," Korvac begged Wasp, who immediately threw a questioning look to both her two young friends and team leader.

"There's a tree and a raccoon scowling at us, man. Are we firing," Hawkeye asked Iron Man.

"Whoa, wait, let's all just calm down for a minute and see if we can work this out like rational, mature…" Ulrich tried to say, only for Wasp to freak out when she saw the man in the red coat suddenly reaching for his helmet, thinking that he was about to call in reinforcements, and the size-changer instantly fired on the man in question with her stingers.

The reaction that followed was instantaneous, as Nova's team was quick to go on the counterattack in response to Wasp's assault on their teammate, starting with the large tree and the raccoon making a beeline for the Hulk while the yellow skinned man summoned a staff to his hand from thin air, the green woman and Drax readied their bladed weapons, and Nova just rocketed back into the air while shooting out an energy beam from his fists. The Avengers' reaction to this was just as quick, as Iron Man immediately fired a pair of repulsor blasts to counter Nova's attack, while Hawkeye shot off some arrows at the large tree, Black Panther clashed his vibranium daggers against Drax's knives, and Aelita ended up intercepting the yellow-skinned man's staff with an energy infused hand. Wasp and Hulk were left to provide the team with covering fire so that they could keep the other helmeted man away along with the raccoon, who eventually pulled out a large pair of guns that unleashed a massive barrage of lasers, while Ulrich just intercepted the green woman's sword with the saber he already had out.

"Well, so much for reasoning," Ulrich muttered to himself as he pushed the woman off him and then whipped out his second saber. "So, we haven't really been introduced yet. I'm Sprint Samurai of the Avengers."

"And I don't care, especially if you and your friends are so determined to get in our way," the green woman snarled before charging again with her sword ready.

"Really? You don't want to at least inform the guy you're hoping to off what your name is before you kill him," Ulrich asked as he intercepted the woman's one sword with both of his.

The woman just stared at Ulrich for a few minutes, continuing to push down on his sabers with her blade until he finally pushed back, throwing her off balance until she managed to flip back to her feet. After regarding him for a few minutes, she finally said, "Gamora."

Ulrich nodded in response to this, and then immediately charged in to meet Gamora's blade with his own, hoping that he could get the woman to cool it long enough for him to regain control of the situation before the two teams ended up doing something to one and other that they would later regret.

* * *

In the chaos that had unfolded after Wasp's first attack, Hulk had somehow ended up covering the size-changer's retreat as she led Korvac and Corrina to safety per Iron Man's orders, which were the only orders he could give before Nova had managed to blast Iron Man out of the mansion through the sky-light, and from what Hulk could see, the two's attacks were probably making everyone in the city think that there was definitely a supervillain attack happening right now, that Thor was finally back, or that there were fireworks going off in the middle of the night, given how brightly the flashes of light and how loud the explosions were. After Wasp had left, the only ones that Hulk had been able to really notice departing in their own battle from the foyer were Black Panther as he continued to engage the one called Drax and Aelita as she faced the yellow skinned man. He was not sure what had happened to Ulrich or Hawkeye, but given that the only ones in the room with him at the moment were the raccoon and the giant, walking tree, it was not hard for Hulk to try and guess who they were probably fighting, assuming that the green woman and the other man in a helmet had not gone after Janet.

 _Why do I always fight the big and weird ones,_ Hulk wondered to himself as he managed to withstand the barrage of energy lasers that the raccoon was firing at him. When the barrage suddenly ceased, Hulk found himself raising his arms up over his head in order to block the giant tree's arm as it came down on him. Clearly this alien did not know that wood does not really stand much of a chance against the strongest hero there is, as Hulk managed to shatter the tree's arm into splinters without much difficulty at all, and he did the same to the tree's other arm when it swung said appendage around to try and hit Hulk from the side. What came as a mild surprise to Hulk was that the tree had instantly started to re-grow the smashed appendages after moving back a little, but before Hulk could react, the raccoon had run up to stand on his teammate's shoulder and start firing on the gamma giant once again. Having had enough of this little tag-team assault, Hulk just roared loudly and clapped his hands together to create a powerful shockwave that completely shattered the tree into nothing more than twigs, leaving the raccoon to drop down to the floor with a hard thud.

When Hulk stomped up to bring his fist down on the raccoon, he had to pause at the smirk on said raccoon's face as the oversized rodent said, "Better look behind ya, ugly." At first, Hulk thought that the raccoon was using one of the oldest tricks in the book to distract him, until the sound of plants growing at a rapid pace caused him to spare a glance just in time to see that the tree-like alien had completely regenerated, and was now sporting a rather angry look on its face. "So, care to formerly introduce yourself, buddy?"

"I am Groot," the tree roared, and the next thing Hulk knew, he was the one getting thrown around, right down through several floors until he landed on the same floor that Janet, Korvac, and Corrina were on.

Seeing her friend get thrown down in front of her like that immediately brought a major level of worry and concern to the forefront of Wasp's mind, and she was quick to fly over to check on the jade giant. Once she was directly over him, Wasp was about to breathe a small sigh of relief for the fact that Hulk did not seem to hurt, but she was quick to start panicking again when Hulk suddenly shouted, "Behind you!"

Wasp barely had time to react as the raccoon dropped down through the hole in the ceiling that Groot had made firing his blasters as he went, but thankfully, Hulk was able to put himself between the raccoon and Groot when he joined them on the same floor, and his teammates, and barely managed to send a silent signal for Wasp to keep moving while he handled these two. Once Wasp and her two charges had left, Hulk returned his gaze to his two opponents and growled, "Guess you haven't learned yet. HULK SMASH STUPID RODENT AND TREE!"

"Who're you callin' a stupid rodent," the raccoon hollered in response, only to scurry aside when he realized Hulk was charging at them again.

* * *

While she was not entirely sure what happened to the others, Aelita could not deny that she was more concerned about trying to get this situation under control before it got anymore out of hand, especially if these people were the same group that she and Ulrich had heard about from Nova when they first met him. Unfortunately, that was not an easily accomplished task, given that her current opponent was constantly evading or deflecting everything she threw at him like it was nothing. For every energy field she threw, he either leapt aside or knocked away with his staff, for every energy fist she swung at him, he either leaned to the side or back to avoid or just intercepted with that same staff, and for every normal attack she threw, he evaded just as easily or countered with an attack of his own. It honestly felt like she was having a sparring match with Spider-Man at the moment, a fact that suddenly brought her mind to her boyfriend and thoughts that were not really suited for a battle. When she realized what she was thinking of, Aelita had to pause for a moment, which prompted her to go on the defensive as her opponent took the opportunity to attack her, as she had never once thought of such distracting thoughts while on a mission with her teammates and new family. Seeing as this person was able to get through every defensive measure she was able to put up and deflect every countermove she made just as easily as he had dealt with her offensive, Aelita could only draw one conclusion.

"You're reading my mind," Aelita gasped out loud, only to receive a small look from the yellow skinned man in response as the gem on his forehead glowed in the same way that it had since this battle started. This served as all the confirmation that Aelita needed, and her face immediately morphed into one of pure, unbridled rage as she snarled, "Stay. Out. Of my. Head."

What followed next was a rather intense assault on Aelita's part as she went with nothing more than her instincts and anger with her attacks, and since it was not usually all that easy to read someone's plan of attack when they were fighting in such a way, Aelita was easily able to gain the upper hand on her opponent. Just before she could fire another energy field at the man in an attempt to knock him out for a reasonable amount of time, the man suddenly vanished in a flash of light, no doubt teleporting away, and giving Aelita a chance to finally calm down enough to remember what she had to do right now. Looking around and seeing that the man was nowhere in sight, Aelita immediately used her enhanced hearing to try and find the people she could most easily deal with. Once she had, she immediately spread her wings and flew out of the lounge as fast as she could, hoping that she could reach the two before either of them did something they would later regret.

* * *

Black Panther's battle had ended up being much more of a challenge than he had been expecting, as the grey skinned man was fighting him with a strength and ferocity he had not faced since his battle against Man-Ape. The only difference between that battle and this one was that T'Challa found the man before him to be someone who fought with much more honor than M'Baku ever had, and what's more, T'Challa was actually enjoying himself. While sparring with Ulrich or Captain America was quite relaxing, it had also grown rather repetitive as well, so to face someone new who was just as much of a challenge was something that the king of Wakanda found to be somewhat refreshing.

This was a fact that T'Challa intended to make well-known as he intercepted Drax's knives with his vibranium daggers. "Your tenacity is admirable, but it would not be wise for you to continue your attempts to subdue me. Many would tell you that facing the Black Panther is a grave mistake."

"Funny, I was going to say something similar to you," Drax admitted as he pushed T'Challa back. "You are the first real challenge I have had since Gamora, and considering how many of my enemies have ended up rather broken afterwards, the fact that you are still standing after this long is certainly a credit to your skills."

"Yet I sense you are still holding back," T'Challa finished for Drax as he merged his daggers together into an energy staff.

"As are you," Drax pointed out as his daggers flared to life with energy. "But I doubt our reasons are the same."

"Why is it that you seek Michael Korvac? I cannot let you bring harm to him without reason," T'Challa then questioned as he held his staff ready.

"Then you would doom thousands of more lives in addition to the ones that he has already taken," Drax snarled as he prepared to charge, only to hold his ground when he saw that Black Panther was pausing in his own assault a second later.

After another moment of staring each other down, T'Challa finally suggested, "Perhaps we should continue this later under less pressing circumstances. I believe that there is some information that my friends and I have yet to learn, and which you can provide."

* * *

Outside the mansion above New York, Iron Man was in the midst of a dog-fight against the young Nova, and despite the advantages that each of them had over the other they were turning out to be very evenly matched. Even Tony's unibeam had barely much of an effect against Nova's energy blasts, as the younger hero proved when he managed to intercept the blast with one of his more powerful energy bursts. Eventually, it had come to the point where the two were firing an energy blast at one and other in an attempt to overpower each other after their blasts had collided, and while Tony's repulsors were powerful, Nova's blasts were drawn from the powers that his helmet granted him, the extent of which even he was not fully aware of, so there was really no telling who would really overpower whom in this struggle of power. At least, that was the case until a third energy source disrupted the two connected streams of energy, causing a small explosion that blew the two back from one and other.

"ENOUGH, BOTH OF YOU," a very angry voice shouted, and the two immediately turned to the source to see Angel Guardian flying up to them with energy fields at the ready. "We're all on the same side, so if you two can stop trying to beat each other to a pulp for a minute and try using your heads, maybe we can talk things out and…"

Neither one of the two heroes were sure why Aelita had stopped mid-rant, but when Tony noticed the look of concentration she had on her face, which soon became replaced with one of extreme concern, he knew that the young woman had just overheard something via her super hearing that could more than likely be considered very worrisome. "What is it, Angel," Tony finally asked after a tense minute.

"We have to get to Wasp and Korvac, now," Aelita reported. "I just overheard a conversation between Hawkeye and…uh, Star-Lord, I think he said his name was, and the things that Nova's teammate said about the guy are anything but good."

"Well, yeah. I mean, I doubt that a guy who was experimented on by aliens brings good news with him," Tony reasoned.

"It's worse than you think, Shell-Head," Nova revealed. "Michael Korvac's abductors aren't the real threat, at least not at the moment. Korvac himself is which you would know if you had actually listened to us for five minutes."

"You want to go another round, kid," Iron Man asked as he charged a repulsor.

"Anytime, old man! The only thing that would make this sweeter would be kicking your butt right in front of Webs' eyes, seeing how he practically worships you."

"Yeah, I'm pretty sure that you've got me mixed up with Angel Guardian over there, since they're actually dating."

"HEY! You two can settle who the bigger man is later, or did you forget about the impending threat we're dealing with here," Aelita reminded them.

The two boys had the decency to look sheepish at this remark, and Iron Man immediately had J.A.R.V.I.S. track Wasp's ID card so that they could head directly for her location.

* * *

After the brief run-in with Hulk and the raccoon, Wasp somehow managed to get Korvac and Corrina down to the Quinjet hangar without any further incident, or at least no incident beyond hearing Michael continue his rantings while Corrina just did her best to keep up while ignoring the rather vicious grip her boyfriend had on her arm. All that was left to do now was board one of the available and functioning Quinjets and they would be able to get away from the mansion, and hopefully from whoever these people who were chasing Korvac were. Janet was a bit concerned about how someone that Aelita and Ulrich knew could actually align themselves with people who wanted to hurt someone that was clearly a victim in all this, as she knew Ulrich and Aelita were normally pretty good judges of character, but that was a matter she would worry about once she had gotten the two civilians to safety. Just as they were nearing the ramp that connected to the Quinjet's landing platform though, a flash of light brought the three to a hard stop and revealed the yellow skinned man that Wasp had seen Aelita fighting before they had to flee the foyer.

"I cannot let you do that," the man announced, but before he could make a move, Wasp was already firing her stingers on him while shouting for Korvac and Corrina to get away, only to stop short again when the raccoon with laser cannons dropped down in their path.

Before anyone could make another move, Hawkeye and the man in the red coat ran into the room, with the latter having since removed his helmet to reveal a very human looking face with Caucasian skin and blue eyes, and Hawkeye immediately shouted, "Jan, wait! You have to listen to what this guy's got to say."

Wasp was about to protest Clint's request when Iron Man, Angel Guardian, and Nova all burst up from the water entrance to the hangar, each looking no worse for wear, and the lone female flyer of the three said, "He's right, Jan. Just hear Star-Lord out. They've got the answers on Korvac that we've been trying to get all night."

"Okay, so Korvac here, he's a wanted fugitive and he's completely insane," the man who had now been identified as Star-Lord revealed. "He's already wiped out thousands of sentient lives and is now wanted by multiple different alien races and the Nova Corp."

Before anymore could be said, Hulk came down through the ceiling again, this time with Groot's head in hand, and he immediately snatched up the raccoon, who could only chatter like a typical raccoon in response while the tree snarled, "I am Groot."

A second later, Ulrich ran into the room too with Gamora in his arms, and the green woman immediately pushed herself out of said position before holding her sword to his neck and stating, "You ever pick me up like that again, and I will make sure you know just how skilled an assassin I am."

"Hey, you're the one who said we needed to get here fast," Ulrich pointed out, which Gamora seemed to concede if the fact she eventually put away her sword was anything to go by. The reason why Ulrich was now speaking with Gamora in this manner was because he had learned the same thing from the alien woman that Hawkeye and Aelita had heard from Star-Lord, and they had immediately put their little sword duel on hold until further notice. Though Ulrich would continue to insist that he had been winning it before they had put it on pause, which Gamora would gladly argue.

Of course, despite what her friends and these strangers were saying, Wasp was not willing to accept it. "I can't believe this. I won't. Michael is the victim here. He was abducted, experimented on. He…" When she saw panicked looks appearing on the faces of everyone else in the room, each directed at the man she was speaking up for, Janet quickly turned to Korvac and gasped in shock when she saw that he had started glowing while his eyes had narrowed in an anger that was a very far cry from the panic and fear that he had been displaying before. "Michael?"

The only response Michael gave was a loud scream of rage, which prompted both Nova's team, Aelita, Iron Man, Hawkeye, and Ulrich to ready their various weapons to try and subdue him, but they were not quite fast enough. All anyone was really able to register was a blinding flash of light, and when it subsided, everyone other than Corrina was lying unconscious on the floor, while Korvac stood over them all, laughing at the fallen heroes and only pausing in his laughter to declare, "I'm never going to let them hurt me again."

* * *

Wasp was not really sure how long she had been unconscious, but when she had finally woke up and remembered what had been happening, she was not sure she wanted to know, especially given her current location, if you could really give a name to said area. The only thing that Wasp could really register was that she was in a large, white void with nothing around her and the only sound being that of her wings. After glancing around for another few seconds in the hopes of finding anything, she noticed the area suddenly start to change until she found herself in Hank's lab at Avengers Mansion, while Hulk and the yellow skinned man from the other team were just a few feet away from her. Once she had let out a sigh of relief at finding one of her teammates, Wasp quickly flew over to Hulk, not noticing that the lab had suddenly become replaced with some desert area until she was right in front of her friend and back to normal size.

"I've been here," Hulk suddenly said after he had shaken off his dazed state, having recognized the area based off a few different landmarks as the desert near the same city where he was technically born.

"This is not Wakanda," T'Challa's voice suddenly said, confusing the two at their friend's words until they turned to where his voice had come from to see the Wakandan along with Iron Man and Hawkeye moving around an open field of a jungle that seemed very reminiscent of T'Challa's home.

"Where are we," Janet finally asked just before the area changed again, this time into what appeared to be the living room of an abandoned house, given the aged, cracked walls, broken windows, and dusty surfaces. Add in the scattered papers, dirt covered mirror over an old fireplace, and a few pieces of overturned furniture, and none of the Avengers could help but feel a little creeped out by their surroundings.

"This…looks like the Hermitage," Aelita's voice suddenly gasped, drawing everyone's attention over to where it came from just in time to see Ulrich helping the pinkette to her feet.

"Wait, you mean…this is the house where you grew up," Wasp asked.

"No offense, Angel, but this place is a dump," Hawkeye remarked, earning himself a punch from Wasp.

"It wasn't always like this, but this is how we remember it best, seeing as the place was long-since abandoned by the time we found the house again," Ulrich revealed. "More importantly, something about it just doesn't feel right, or at least, not like it did when we used to come here, or even when we came here the second time. I remember how Odd was so insistent on staying away because, and I quote, 'the last time we went in we got attacked by a desk, a lamp, and a gang of forks'. He wasn't entirely wrong, but…"

"Okay, well trip down memory lane aside, what the hell is going on here," the archer interrupted, hoping that one of them would have an answer.

"What's going on here is that you idiot Terrans need to knock it off with your shoot-first bit and try actually listening," a new voice said, drawing most of the team into ready stances as they turned to see the group they had been fighting before suddenly appear before them.

"Okay, trying to ignore the irony of you saying that someone needs to stop trying to shoot or blow something up," Star-Lord remarked. "And while we're at it, could someone please help our buddy Warlock wake up so that we're not jumping from one memorable place to another like this?"

"I'll handle it," Gamora said as she walked over and started trying to rouse the yellow skinned man that the Avengers were now assuming was Warlock.

"Okay, enough! I want answers," Iron Man snapped, showing just how thin his patience had started to become. "We know that the kid is someone named Nova, but who are the rest of you people? Who is Michael Korvac?"

"And where are we really," Wasp asked as their surroundings changed once again, but this time into a vast, open field with clear blue skies. "And why is it that you weird aliens are able to speak English so well anyway?"

"You mean aside from the fact that two of us are actually from Earth, originally," Nova asked. "It's this cool piece of tech called a universal translator. Definitely a big help when your cruising around saving the wider galaxy from evil."

"Not to mention Adam Warlock's Soul Gem also helps a bit with that," Gamora remarked.

Seeing the blank looks on each of the Earth heroes' faces led Star-Lord to sigh a bit as he said, "Okay, that obviously didn't help much with the big explanations. Alright, so, my name's Peter Quill, and I'm the leader of the Guardians of the Galaxy."

"Yeah, yeah, he's the Star-Lord, which is basically like this fancy prince of the planet Spartax, which he didn't even know about for a while. He just called himself that to try and make an impression," the raccoon stated.

"Rocket! They didn't need to know that," Star-Lord moaned, but he quickly schooled himself again, at least to the state of calm he had before, and carried on in his explanation. "Anyway, we're like an intergalactic team of peacekeepers that work together to keep all of the known galaxies safe and all that fun stuff."

"Guardians of the Galaxy…sort of like Space Avengers," Iron Man mused as he opened his mask as a show of his relaxing his guard at last.

"Yeah, I guess you could say that," Star-Lord shrugged. "Of course, given where we started, it's kind of ironic that we ended up being heroes actually."

"And how's that," Hawkeye asked with caution.

"Well when it started out, we were a group consisting of an assassin, a maniac, a couple of thugs, and a thief. Add in a Nova Corps recruit and…uh, whatever you'd want to qualify Adam Warlock here as, and you get us," Peter explained, which quickly gained looks of understanding from the Avengers in regards to why the situation was ironic. "Anyways, this is Drax, the Destroyer, Mister Personality over here is Rocket, the big tree is Groot, and the lovely beauty of our team is my girlfriend Gamora. It seems that you guys already know our boy Sam, and I think we're all now well acquainted with Adam Warlock."

In response to being called his girlfriend, Gamora was instantly raising her sword to Peter's neck and saying, "Call me that again, and I will tear your head off the first chance I get."

"I am Groot," Groot suddenly said.

"Yeah, we got that," Ulrich remarked.

"No idiot, he's not telling you his name again. The only words he ever says are 'I' and 'am' and 'Groot' in that order. You just gotta listen better for what he's actually saying behind that," Rocket explained.

"Right, the rodent with laser blasters is giving us listening advice," Hawkeye mused.

"Hey, I ain't no rodent, ya got that? Matter of fact, ain't no thing like me, 'cept me."

"Moving on," Star-Lord interrupted before the two started something. "Anytime we get a read on something bad going on, thanks to our buddy Warlock, we step in and deal with the situation, whatever it is, and in this case, it's Korvac. He's a threat bigger than anything we've ever seen."

"From what we have discovered, it appears he was a Kree test subject that had escaped," Gamora continued on, leading the Avengers to exchange some concerned looks amongst themselves, much to the Guardians' confusion.

"We're familiar with the Kree," Iron Man explained.

"And a lot of them are now familiar with the most secure prison on Earth after they tried to take over our world and turn us all into a lab experiment or worse," Aelita added with a small snarl. Ulrich had been right to say that she had been rather upset with Captain Marvel's apparent betrayal of them, and she did not seem willing to let it go anytime soon.

"You're not the only ones, I assure you, but whatever those monsters did to Korvac, it changed him," Gamora continued. "We're not sure, but it's believed that it involved some sort of latent genetic potential within your species. They had never seen anything like it, but before they could really study it, the Kree ship was destroyed."

"By the time we caught wind of it all, Korvac somehow had ended up on a space station. He destroyed it, too, along with a chunk of the planet's surface below. A Rigellian Recorder caught an image of Korvac in space, just hovering in the debris, laughing, and then he disappeared. We've been tracking his energy signature across the galaxy, finally to here, Earth," Star-Lord finished with a rather grim tone.

"I can feel him," Adam Warlock suddenly announced before lifting himself to his feet with his Soul Gem's power. "Korvac's power grows, as does his madness. He would have destroyed us all had I not pulled us into the Soul Gem."

"Can we beat him," Iron Man asked, bringing up the all-important question on the whole thing.

"Not physically," Adam replied.

"Our plan was to keep him occupied long enough to let Warlock pull him in here, into the Soul Gem, but, as you may have noticed, it didn't work out so well," Nova revealed.

"Uh…I don't suppose 'sorry' makes it any better, does it," Ulrich asked.

"Wait a minute, if we're in here, then where's Korvac," Hawkeye suddenly asked, and no one was sure that they wanted to know the answer to the archer's question.

* * *

Carol Danvers was quickly learning why showing up late for things involving superhero work was not always a great thing. Sure, it would often allow you to make a dramatic entrance or pull off a last-minute save that no one else in the area would be able to for one reason or another, but the downsides to showing up late to help with a situation, especially one that involves the Avengers, are that you are not always able to get a full read on what exactly was going on, and that often times, it can lead into a situation where you may be a little in over your head, like she seemed to be right at the moment. When Ms. Marvel had finally arrived at the mansion, she had found what was left of the foyer after the first few rounds between the Avengers and the Guardians, and when a sudden explosion from the sublevels shook the ground beneath her feet, the blonde, half-Kree heroine was quick to race downstairs to find out what it was that had caused it. Admittedly, she had moved down there a lot slower than she probably could have, given that she had just run like a normal person would when she could have just flown down at supersonic speeds, but since she did not want to try and see how well the mansion would hold up against her powers at the moment, Carol figured it would be better to just travel the normal route.

When she arrived in the Quinjet hangar, Carol found three things wrong with her surroundings. The first, and most obvious one, was that the entire Avengers team, minus Captain America of course, and another group of strange beings were all lying on the floor unconscious, and seeing this prompted Carol to immediately try and rouse one of her teammates so that she could find out what happened. Sadly, she had no such luck with that, but that did lead her to discover the second thing that was wrong with her surroundings, and that was the fact that there was a young woman, clearly a civilian, sitting in the corner with her arms over her head, crying. When the woman glanced at something behind her, Carol soon found herself greeted with the third thing that was wrong, and that thing was none other than Michael Korvac, who was still glowing with the same energy he had been emitting before, and was more than likely about to try and attack her.

Naturally, Carol's first instinct at seeing a glowing man sneaking up behind her was to attack him, and she did so using one of her energy blasts, but what she did not expect was for Korvac to suddenly stop himself from flying into the window on the opposite side of the room and then start absorbing the energy blast like the body does sunlight. Seeing him do this did not deter Ms. Marvel for long, and she immediately took to the air in an attempt to charge him, while firing her energy bolts in the hopes of catching him off-guard. Her decision to fire her energy blasts was a very poor one, as it only strengthened Korvac even more, until he was able to release a shockwave that sent Carol flying back across the room, the force of which ended up shattering every window in the hangar, until she collided with the Quinjet behind her, knocking the Avengers' transport into the water below. Before Ms. Marvel could hit the water as well, Korvac ended up swooping down and catching her in his arms, and he then flew over to where Corrina was still crouched down in the corner to grab her as well before vanishing from the hangar in a flash of light.

When the three had reappeared again, they were all the way back in Central Park, and while Corrina was left safely on a nearby bridge, Carol was thrown down to the ground like a sack of potatoes. Looking down on the blonde woman, Korvac immediately did not hesitate to raise his hands up and fire his own energy blast at the heroine. Thankfully, Ms. Marvel managed to roll to the side before the blast struck and then retaliate with her energy blasts, but in the end, she ended up being overpowered by a second blast from Korvac, and was sent tumbling across the ground once more.

"You're one of them, aren't you," Korvac snarled as he landed in front of Carol's prone form. "The Kree. You've come to take me, but I won't let you!"

"Technically she's only half-Kree, and even if that wasn't the case, I'm afraid I can't let you exercise your idea of self-defense against her, Korvac," a familiar voice interrupted, and it was soon followed by an equally familiar sphere of pink energy that struck Korvac from behind and sent him flying across the park, away from Ms. Marvel. A minute later, Angel Guardian swooped down to hover over the area, while the rest of the Avengers and the Guardians appeared around him in a flash of light, courtesy of Adam Warlock's teleportation powers.

"No. That's not possible," Korvac softly protested as the heroes slowly moved towards him.

"Michael, we can help you, but you have to stop this," Wasp said as she flew over to the Kree victim.

"No, no, no, no, no. What they did to me, I won't let that happen again, not to anyone," Michael insisted as the heroes moved closer, until Ulrich suddenly dashed in front of them with a quick signal for everyone to hold their positions for a minute.

"Okay, we get it. What the Kree did to you was wrong, but what you're doing in retaliation is just as bad," Ulrich informed the poor man. "You're taking out your problems with them on every alien and super-powered being around you when some of them are honestly trying to help you like we are. Is that what you want? To become the very thing that you're trying to stop? We can help you, but only if you let us."

"No, you're lying! I don't need anyone's help. I can stop them, myself! I can feel the power inside of me," Korvac growled in near hysteria.

Seeing as there was not likely to be any chance of getting through to Korvac, the two teams of heroes found they had no choice, which left Iron Man to give everyone the signal to attack. In an instant the area was lit up with Iron Man's repulsors, Nova and Ms. Marvel's energy blasts, Hawkeye's arrows, Aelita's energy fields, energy bolts from Black Panther's vibranium daggers, Rocket and Star-Lord's guns, and Wasp's stingers, but all of it just ended up bouncing off an energy field that Korvac easily erected around himself. The madman then released the energy that he had accumulated from the various energy attacks in one massive explosion that sent most of the heroes flying away, not entirely realizing that he had left himself open for an assault by Hulk, Gamora, Ulrich, Drax, and Groot. It did not matter in the end though, as Korvac was easily able to shrug off both Hulk's and Groot's attack, while sending Gamora and Drax flying with a simple wave of his hand, but thankfully, he was unable to keep Sprint Samurai from tackling him to the ground at super speed.

After securing the man in a reasonably strong hold, Ulrich attempted to appease Michael once again by shouting, "Korvac, we can protect you from the Kree, but only if you stop fighting us."

"You lie," Korvac shouted in protest as he managed to rise to his feet once again, but thankfully, he was not able to break free of Ulrich's hold before Hulk and Drax both moved in to help the samurai hero hold him in place. Even so, it was clear that they would not be able to hold him for long, and that meant there was only one option left to save both Korvac and the rest of the world.

"Warlock, now," Ulrich shouted, and Adam Warlock did not need any more prompting to run up and start focusing the power of the Soul Gem so that he could imprison Korvac within it. When he saw the Guardian coming towards him, Korvac instantly panicked, thinking that Warlock was going to inflict more harm on him, and his body immediately lit up more brightly than Times Square on New Year's Eve as he released one more powerful explosion of energy from his body that sent every hero flying across the field around them, rendering them all unconscious.

Seeing that everyone who was after him was now defeated brought a smile to Korvac's face until the sound of someone crying reached his ears. He turned around and saw that the person crying was the woman he loved so dearly. "Corrina," Korvac called out softly.

"Please, Michael, stop," Corrina begged as she took a small step back. "You're scaring me."

"Scared…of me," Korvac gasped in surprise. "No, no, Corrina, I'm going to protect you. I'm doing all of this for you, to make the monsters go away."

"You're the only monster here, Michael," Corrina sadly sniffed, saying the one thing she did not ever want to believe of the man she had once loved, yet could no longer deny after seeing everything that had just unfolded before her.

Hearing Corrina say this immediately caused Korvac to freeze in his tracks, tears quickly falling from his eyes as his heart shattered into pieces. He wanted to shout in protest to what he had just heard, to deny what Corrina was saying, but when he turned to look around at the various heroes who were struggling to stand up again, and saw the wounds that they had received because of him, Michael found that he, too, could not deny what Corrina had said. He had become the very thing that he had escaped from and was now trying to chase away, and when the memories of what he had done before now since his escape came back to him, Michael found his tears increasing in their rate of surfacing. Having finally realized all of this, Michael felt that there was now only one thing left for him to do.

"No! Stop him," Adam shouted to the heroes upon realizing what Korvac was planning, but by the time anyone had reacted, it was already too late, and Michael had disappeared in an explosion of light, leaving only a smoking crater in his place, and a heartbroken woman sobbing on her knees.

Wasp and Aelita were both quick to come to Corrina's side as she let her tears fall without any restraint, and after a minute or so of letting Corrina cry, Wasp finally looked to Adam and sadly asked, "Warlock, what happened?"

"He sensed the woman's fear of him, her doubt in him, and despite all his power, all he truly wanted was to be with her," Warlock sadly explained.

"Where is Korvac," Ulrich asked, hoping that the answer was not as bad as it seemed.

Sadly, Warlock found that he could give no other answer. "I cannot sense him on this plane of existence."

Everyone let the sad news that Warlock had just given them sit for a while in silence, the only sound disrupting said silence being Star-Lord retracting his helmet and Corrina's sobs, until Iron Man finally spoke up again. "If this is the kind of thing the Guardians deal with, then we should talk."

"Yeah, I don't think so," Star-Lord denied. "There are things out there in the universe you're better off not knowing about."

Given all that had happened today, none of the Avengers could feel that they were able to argue with Star-Lord's words, as what had happened to Michael Korvac was probably one of the greatest tragedies any of them had ever had to bear witness to. After letting Corrina cry for a few more minutes, Janet, Aelita, and Carol finally helped the poor woman to her feet and moved to bring her back to her home, while the rest of the heroes just turned to leave for Avengers Mansion, each hoping that wherever he was now, Michael Korvac was in a better place.

* * *

 **Ulrich: Hey Code Avengers fans! Ulrich, Aelita, and a few other members of the team here with a few words of wisdom for you. Despite what some may think, Michael Korvac's story, when you really look at it, actually isn't all that different from the story of victims of bullying.**

 **Aelita: Michael was just a normal guy before what happened to him, but then these bigger guys came along and started doing horrible things to him until he finally snapped and started lashing out thinking that the whole world was out to get him, or the whole galaxy if you will. The reason why we say this isn't so different from the story of someone who was the victim of bullying, is because such things can happen in real life right here on Earth. A lot of times, good kids get picked on and pushed around by bullies until they eventually get pushed past their breaking point and lash out at everyone around them to the point of taking extreme measures, like by taking a gun to school in an attempt to hit back, or even considering things like suicide.**

 **Wasp: None of this is something to be ignored, and anyone can make a difference in stopping such things before they happen. If you know someone who's getting picked on or bullied, the best thing for you to do is to speak up. One of the things you have to understand about most bullies, is that they usually back off when they see that their target has friends looking out for them, so doing something as simple as walking over and putting your arm around the person who's being bullied and then walking away can get them to leave the guy alone.**

 **T'Challa: Of course, another good option is to speak up and let a grown-up, teacher, or really just anyone in a similar position know what it is going on. If they do not listen to you at first, then do not just stop trying, either keep trying to bring their attention to the matter, or go find someone else who is readily available to help. Do not just wait for them to notice, because it is more likely that the bullying will continue without them ever realizing something is wrong.**

 **Hank: The one thing you should never do though, is try to fight against a bully, because if you try to take them on, then you'll be no better than them. It's always better to just take off with friends than it is to try and take on the person who's bullying them. After all, in some cases, the person who's doing the bullying isn't always really a bad guy. There could be a chance that they're having some tough times of their own, like trouble with their family, or just too much pressure to be something that their parents want to be but they don't.**

 **Ulrich: Bullying can create a lot of victims everyday, some of which could end up the same way that Michael Korvac did, but you can always help prevent it by speaking up and being a friend to the person who's getting pushed around.**

 **Aelita: It's just one other way for you to be an Avenger. Not by doing something super, but just by being a good person.**

* * *

 ** _AN: Well, that's that. In my opinion, this is probably one of the saddest moments in The Avengers: Earth's Mightiest Heroes. Like that little PSA said, Michael Korvac's story really is similar to that of someone who was a worse-case scenario victim of bullying, and that's part of the reason why I included that little thing in there. Being someone who was actually picked on a bit when I was a kid, I know just how bad that kind of thing can be, but at the same time, I know that I'm actually one of the luckier cases, since I was able to find some good people who had my back and were true friends. So just keep that in mind for the next time you see something like that happening and just act like it doesn't affect you, because it can come back to haunt you later._**

 ** _Now, on another, less serious note, the Guardians of the Galaxy line-up. Yes, I'm well aware that I made the group a bit more like the Guardians that we all know today, but that was actually the whole point. I wanted to go with a version that everyone most easily recognized, and before anyone asks, yes, Star-Lord, Gamora, Drax, Rocket, and Groot all look like they do in some of the most recent media regarding the team. If you want a better idea, then go watch The Guardians of the Galaxy movie, or just look up the animated series of the same name. I included Nova as part of the team, because, as I stated before, I had mentioned in the last story that he was part of the team, and as for Adam Warlock, his inclusion was not really optional. And just so we're clear, he looks exactly the same way he did in The Avengers: Earth's Mightiest Heroes._**

 ** _Moving on, yeah, I skipped over "To Steal an Ant-Man", because really, that would've just played out like it had before. The only difference is that this time, the new Ant-Man did not steal Hank's regular Ant-Man suit, but a spare one that Hank had at the college, which means, as I'm sure you've no doubt realized by now, that I can give the new Ant-Man the same look he's now known for in the movies and more recent Marvel series. And before anyone asks, yes, the new Ant-Man is still Scott Lang, just to be clear, as if it hadn't already been made as such._**

 ** _Well, here's hoping that everything in this chapter turned out okay for all of you, cause next chapter's going to be a little more original. What to know what I mean? Then move Onto the Preview!..._**

 ** _With the Korvac situation well behind them, everyone on the Avengers is hoping for some time to rest, but unfortunately, a certain samurai does not seem to be able to gain such a chance. Ulrich is in the midst of racing across New York City in a near panic, with White Tiger at his side attempting to do her best to help him, but just what is it that has Ulrich so worried? Is a supervillain threatening innocent lives and setting things up so that only he can stop them? Has someone found out his secret identity and he's now racing to stop them from revealing it to the world? Has someone discovered the secret to inflicting harm on him and Aelita? Just what could it be, and where are the other Avengers if they're not helping him with whatever this is? You'll just have to wait and see to find out, so tune in next time for…_** **Chapter 8: Desperate Race** ** _._**

 ** _Wow. I really know how to build up the suspense, don't I? Sounds like our boy Ulrich's going to be in quite a bit of a jam next time, huh? Well, I guess that you guys will just have to wait and see what happens to find out the reasons behind it, which will likely come a bit sooner if I feel like posting it soon, and I may be encouraged to do so by having you guys post a review or two. {hint, hint}, but until then, I guess this is where I'm going to say..._**

 ** _[record scratch, followed by a new set of music starting up]_**

 ** ** _Hey, HEY! Wait a minute! Are...are we starting up another preview? And for something that's in another story?! No, no, NO! We are not doing that! Hey! Stop, don't run that...And we're doing that anyway. Oh well...Hold on, I'm hearing music from The Flash TV series. I guess that's pretty cool, and a bit appropriate, but still..._****

* * *

 **Coming soon from lyokoMARVELanime...**

 **If you enjoy the non-stop action of superheroes saving the world, and incredible team-ups, then you'll have to brace yourself for a moment of when worlds collide.**

 ** ** _"How'd you do that," the speedster asked Carol._****

 ** ** _"I'm Ms. Marvel," Carol replied like it was obvious._****

 ** ** _The red-clad man just gave her a look of confusion before he asked, "You're who now?"_****

 ** _[jump to another point later on]_**

 ** _"Okay stop! Everyone just stop before we go any further! Who are you people," Iron Man asked._**

 ** _"We're the Justice League," Flash replied._**

 ** _Everyone was silent at that point, until the woman in yellow and black started laughing, drawing all attention to her. "Oh wait, you're serious," she said, upon realizing the speedster was not joking._**

 ** _"Why wouldn't we be," Green Lantern inquired._**

 ** _"I get the feeling we're on the wrong Earth," Flash stated._**

 **Brace yourselves for an epic collision of legends that could only be a lyokoMARVELanime special, crossover event.**

 _ **In a flash of gold, Sprint Samurai appeared on site of the heroes' destination, followed shortly by Flash, leading Ulrich to smirk and say, "For the record, I got here first.**_

 _ **"Yeah I let you get here first," Flash insisted.**_

 **That brings together two teams of heroes, who only have one thing, or rather, one person in common.**

 _ **"So, you're Captain America, just not our Cap," Wasp asked, making sure she was understanding right.**_

 _ **"I...guess so," Cap shrugged in admittance, honestly having just as hard a time with keeping up as the size-changer was.**_

 **Coming soon to Justice Marvel, the Justice League joins forces with the heroes of Code Avengers in...**

 **Another Code of Heroes!**

* * *

 ** ** _...Well, I guess that's going to tease a few people who're also fans of Justice Marvel for a while. If you don't know this already, Justice Marvel, is basically my crossover story between Justice League and Captain America, though it also includes some other aspects of the Marvel Universe as well, so if you're interested, then by all means, go check it out. That chapter is actually a bit closer to coming than you may think it is._****

 ** ** _Now if there's nothing else to interrupt the wrap up..._****

 ** ** _Please read and review, and I'll see ya next time, fellow true believers!_****


	8. Desperate Race

_**AN: Hey everyone! Finally, after many long months of waiting, wondering, and imagining, we are back with the newest chapter of Code Avengers: Cosmic!**_

 _ **[audience applause]**_

 _ **Aelita: Hey, what took so long to get this chapter done, anyway?**_

 _ **AN: A lack of motivation to write another chapter for this story for one thing, brought on by a lack in the number of reviews that this story had received, but I am glad that some of you have left a review for the previous chapter and would like to see many more reviews for this one as well. Also, I had a few epiphanies in the way of story ideas, as some of you may have noticed just from viewing my profile. One such thing brought about the conclusion of my long-running trilogy, The Gundam SEED Prime Trilogy, and saw the start of another Marvel story, entitled Avengers Academy, along with my newest Kingdom Hearts story, Kingdom Hearts: Dual Keys. To learn more about both of these stories, simply go over to my profile and read either the summary for the stories or the information in my profile, or just read the stories themselves.**_

 _ **Not to mention I've also been doing work for some of my other stories like Justice Marvel**_ _ **, Avenging Normandy, Shield of the Cosmic Era, and a few other titles as well, and then you have to add in the fact that I've also had a few new ideas as well, including yet another Marvel-based idea, more specifically a Spider-Man crossover with the Final Fantasy XIII series, which I'm thinking of calling...A Spider's Focus. So yeah, I've been a little busy as of late, and that's not accounting for the fact that I spent a couple of weeks on vacation at Walt Disney World before starting on the new Kingdom Hearts story and finishing up work for the Gundam SEED Prime Trilogy. And also...**_

 _ **Deadpool: She just asked what was so important that you didn't bother working with us for months. She didn't want a life story.**_

 _ **AN: [just stares at Deadpool for a minute before sighing in annoyance] You know what? He's not really worth it right now. Just ignore him lyokoMARVELanime. You've got a chapter to start.**_

 _ **Deadpool: Hey! Don't think you can just ignore me like I'm some loser!**_

 _ **AN: [ignoring Deadpool despite his foolish beliefs to the contrary] So everyone, let's bring the waiting to an end, and finally reveal what it is that has our favorite Samurai hero of both Lyoko and the Avengers in such a rush. Avengers, to the chapter!**_

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **Chapter 8: Desperate Race**

After what had happened with Korvac, the Avengers made sure that Corrina would be okay before having Wasp and Aelita take her back home, and while the poor woman was still very broken up about what had happened to the man she loved, she had assured them that she would manage somehow. Janet and Aelita were not entirely convinced of this, but there was only so much that they could do, so they simply had to just take Corrina at her word. That did not mean that they stopped apologizing for what had happened over and over again until they finally bade her farewell and returned to the mansion though.

After that though, the Avengers had taken some time to really speak with the Guardians of the Galaxy, mostly so that they could make sure that they would not accidentally end up fighting each other in the middle of a possible crisis again. Hawkeye had insisted that those efforts would not last though, and Ulrich was inclined to agree given how much things were likely to always be changing for both teams, but it was the thought that counted. Aside from that though, Earth's mightiest heroes still did enjoy hanging out with the galaxy's mightiest heroes, and vice versa. Some of the biggest examples of how much fun both groups had would be when Tony introduced Star-Lord to digital music, which Quill was instantly hooked onto since everyone still listened to music on cassette tapes last time he was on Earth, or when Hulk had an arm wrestling match with both Groot and Drax. Of course, there was also the fact that Tony and Hank had to do everything they could to keep Rocket out of both the Iron Man armory and the all of the mansion's labs, but thankfully, Hawkeye managed to keep the highly evolved rodent's attention occupied afterwards by having a shooting contest and trading a few shop secrets, which had Rocket hanging on every word.

Out of everything that had happened between the two teams while the Guardians were still visiting Earth though, everyone had to agree that the best thing was probably the sparring matches that members of both teams had with one and other, most of which were actually a much more friendly way of finishing the fights that they had earlier when the two groups had first met. The first of these various face-offs was actually a rematch between T'Challa and Drax, and by the end of it, both of the two combatants were laughing like they had just had the time of their lives with an old friend. Still, it was nothing compared to when Ulrich and Gamora had taken to the sparring ring so that they could finally settle who would win in a fight between them. A good majority of the time, it was actually hard to tell who was winning, because even though Ulrich obviously had an advantage in the way of speed, Gamora was much faster than the average person, and was able to keep up with him surprisingly well. Add in the fact that she was clearly as good with a sword and in hand-to-hand combat as Ulrich seemed to be, and Hawkeye could not help but comment on how it almost seemed like he was watching an alien version of Black Widow fighting. In the end, the two had to call it a draw after they both collapsed from exhaustion, much to everyone's slight amusement and concern, since they knew that this meant that they would likely have another rematch sometime in the near future.

That was not something that concerned Ulrich at the moment though, mostly because the Guardians had flown off back to their work in space a few days ago, and right now, he had bigger problems to deal with, as evidenced by the fact that he was currently racing across New York as fast as his Overbike could take him. If you were to guess just by looking at him as he raced by, you would think that he had something that he desperately needed to take care of, and since she was actually sitting right behind him as he drove through the busy New York streets, Ava Ayala, the White Tiger would tell you that you were not that far off, because Ulrich looked like he needed to finish his current task as quickly and as perfectly as possible even before he had picked her up earlier so that she could lend him a hand. Right now though, she just wanted Ulrich to either slow down or relax a little more before he ended up crashing into something. Not that she doubted his driving abilities, especially when it came to his custom S.H.I.E.L.D. Sky-Cycle, but his current state of mind and the fact that they had what seemed like one close call too many was a bit worrying.

"Please slow down, Ulrich! Can't you take it easy before we end up crashing," Ava asked. She would deny any claims from anyone that she sounded like she was begging her boyfriend to head her words.

"Sorry Ava, but I can't. This is just too important, and if I can't get this job done, the results could be catastrophic," Ulrich denied.

"I'm pretty sure you're exaggerating that a little," Ava reasoned.

Before Ulrich could reply, his Overbike's communication system suddenly sounded, and upon answering the call, Wasp's face was soon appearing on the small screen before them. _"Ulrich, where are you? Please tell me that you've got it,"_ the size-changer pleaded, her voice showing that she was about to panic.

"Don't worry Jan. Ava and I just need a few minutes to get a few last pieces, and we'll be on our way back with the package before you know it," Ulrich stated confidently, not noticing the small eye-roll that Ava dished out since he had said the same thing to her about an hour ago.

 _"Well hurry it up! The target may not be here just yet, but without you and that package, everything will be ruined, and I can't exactly count on Tony or Hank to cover your tracks since they're not the best chemists when it comes to this kind of chemistry,"_ Janet practically shouted, while a small crash was heard somewhere in the background. _"Clint, what'd you break now!"_

 _"It wasn't me! That one was Hulk,"_ the archer insisted from wherever he was off-screen.

 _"Ugh! I swear, he can make the most impossible shots no problem, but when it comes to setting out a spread like the one we need here…"_ Wasp grumbled to herself before turning back to Ulrich. _"Just get the package and get back here on the double! And make sure it's in perfect condition when you get here, because clearly, it's probably going to be the only thing that will be in the grand scheme of things."_

"Relax, we'll make it. I promised that this would work out perfectly, and you how I am about these kinds of promises. Ulrich out," the Lyoko samurai said before closing the communication. "Now, back on track…"

"You just _had_ to wait until the last minute to get what you needed for your part of this whole plan," Ava remarked in sarcasm. "And you just _had_ to get it on your way to getting the package. Why couldn't you have planned a little farther ahead than this?"

"I didn't want to risk anyone accidentally finding even one piece of the device and then figuring out what it was that I was getting ready before letting something slip to the target," Ulrich replied for what he knew to be the fifth time that day. He then shook his head a little in an attempt to calm his nerves before he ended up snapping at his girlfriend without meaning to and then said, "Don't worry, this next place we're headed to is sure to have what I need."

"What makes you so sure about that," Ava asked.

"A little tip from a certain arachnid," Ulrich begrudgingly admitted as he swiftly pulled his bike into a parking spot on the side of the street. Upon shutting off the bike's engine and making sure that it was properly rested in place, Ulrich climbed off the bike and immediately started walking towards the building that they had just arrived at as he said, "You stay here and keep an eye out for the target."

"Yeah, I know the drill by now, but why am I always the one who has to stand out here and keep my eyes open for them," Ava asked once she was off the bike as well.

"Well for one thing, you're the only one between the two of us who has enhanced senses, and second of all, do you know what I'm trying to locate," Ulrich inquired. When Ava said nothing in response, Ulrich counted that as a victory and continued on towards the entrance as he said, "Don't worry, this is the last place I need to go to before we can grab the package and head to the rendezvous point."

"Would that be counting the stops we have to make at my place so you can grab the rest of your contribution to the mission, or without counting it," Ava reminded her boyfriend.

"Okay, last place before we grab the package, head to your place so I can get everything for my contribution together, and then head to the rendezvous point. Happy now," Ulrich asked.

"Overjoyed. Now hurry it up. Every minute we're out here is another minute that we risk the target catching on," Ava urged.

"I'm going, I'm going," Ulrich retorted and he immediately ran inside as fast as he could without using his super sprint. He did not really enjoy using civilian camouflage like he had to at the moment, but it was essential to his mission's success so he just swallowed his pride and dealt with it. Still, he could not help but grumble a little under his breath about the downsides to having a secret identity.

The minute that Ulrich walked through the door to the building that they had stopped at, a bell rang and he was soon being greeted by an unexpected voice. "Face front true believer, and welcome to Stan's. What can I help you with today?"

Looking to the person who had spoken, Ulrich was immediately greeted by the person who was currently manning the register and who also happened to be the owner of said shop. The man in question seemed to be an elderly fellow with silver hair that was combed back and a silver mustache on his upper lip. His outfit consisted of a simple, white dress shirt, a tan jacket, brown pants, square rimmed glasses, and on the jacket, Ulrich could also see a nametag that had "Stan" written perfectly clear on it. He seemed to just give off a friendly kind of vibe that Ulrich could not help but feel comfortable in despite how stressed out he was at the moment, almost like he could just open up to the man about anything and everything. Shaking these thoughts from his head, Ulrich mentally reminded himself why he was there and got down to business. "Yeah, hi, a friend of mine, Peter Parker said that you sell a variety of electronic equipment, and I'm looking for a certain item in particular for a very important matter," Ulrich stated.

"Well that would depend on the device you're looking for," Stan cautioned, clearly not wanting to have to tell his current customer that he did not have what he was looking for.

"I've got it written down here," Ulrich said, pulling out a slip of paper from his jacket pocket. "It's the only item on the list that isn't checked off."

Stan gladly accepted Ulrich's list and upon finding the name of the item that the younger man had mentioned, he gave a friendly smile and said, "You know, I think I just might have one of these in the back. Give me a moment to go check to make sure, alright?"

"Sure thing," Ulrich nodded, mentally adding that he should hurry.

While Stan was looking for the thing that Ulrich had asked about, the Lyoko Avenger took this time to look around at the shop. When Peter had told Ulrich about this place, he had not really pictured it as being much more than a basic electronics store in a typical mall, but the place definitely seemed to be at least a little bigger than that, and it was obvious that it did not just sell electronics either. The latter fact was enforced by the fact that there were a couple of shelves and a couple of long tables in the center of the store that held numerous boxes of comic books in them, both in terms of the collective books and the typical magazines that one normally sees a person reading, and Ulrich could also see a couple of cases with collective figurines of the characters from those comic books here and there as well. Part of Ulrich could not help but snort a little in an attempt to hold back his laughter at the ridiculous titles that were clearly rip-off versions of himself and the Avengers, but his eyes did find a few other titles like _Justice League_ , _Batman_ , and even a few comics with video game based origins.

Ulrich had actually just been taking a look at a model of the Flash as he was depicted in the first season of the drama on T.V. when Stan finally came back with a box under his arm. "Lucky for you, kiddo, this is actually the last one I had in stock, and from the details you've got on your list here, I'd say it fits your needs perfectly," Stan informed Ulrich as he set it on the counter.

"Thanks, but I wouldn't say that it suits my needs, since it's really meant for someone else," Ulrich revealed.

"Oh? Your girlfriend," Stan asked.

"No, but she is someone very special," Ulrich corrected. Before Stan could ask anymore, Ulrich turned their attention back to the important matter before them and asked, "So how much do I owe you?"

"Oh don't worry about that. It's on me," Stan said.

"Whoa, no. I couldn't let you do that," Ulrich protested.

"I insist. Anyone who's a friend of Peter's is a friend of mine. That kid's been through a lot in his life. Losing his parents and then his Uncle Ben, and never mind how his relationship with Gwen had ended, but lately, he seems to have perked up a bit. I guess it's because he's got someone really special in his life now, but if you asked me, I'd say he could still use some really good friends that will stick with him no matter what. So if you really want to pay me for this, then do that by continuing to be Peter's friend, okay," Stan requested.

Ulrich was a bit surprised to hear such a request, having not expected it at all, and he was not able to say anything in response to that for a few moments. Thankfully, he was able to come out of his stupor and ask one simple question. "How well do you know Peter?"

"Well, you could say that he and I are practically family. I still remember when Ben would bring him in here as a kid just so he could run around and look at all the different figures and comics like a kid in a candy store. Of course, he was mostly interested in the electronics stuff, probably because he wanted to get whatever he could get his hands on and make it better later on, but to have seen him smile like that was always a real treat for everyone. I haven't really seen him smile like that in a few years now, especially not since his uncle died, but I'd like to think that there's someone out there who might be able to help him really be happy again, be it a friend or someone who's more than that."

Ulrich let that sink in before he finally gave the man a small smile of his own and said, "Alright then, you've got a deal Mister Lee. Though to be honest, I think my sister's probably going to be doing a better job of making him happy than I could ever hope to."

"Thanks son, and please, call me Stan," the shop owner insisted.

"You got it. My name's Ulrich. It was nice to meet you," the samurai Avenger informed him as he grabbed the item under his own arm and headed out.

"You too, kiddo, and come back soon. Excelsior," Stan called out as Ulrich walked out.

Ulrich waved goodbye once again until he was out of the shop and next to Ava, who immediately asked if he found what he needed. Ulrich just smirked and indicated what he was carrying before he latched it safely onto his bike and said, "Okay, let's get the package and then head back to your place so I can get the other items that I'll need to make sure that my contribution will be perfect."

"You sure we're going to be able to get all of it back to the rendezvous point on your bike," Ava asked, having honestly just thought of that little detail just now.

"Yeah. Hank let me borrow his fully completed Pym Particle Ray to make sure that we could safely transport everything back to the rendezvous without any problems," Ulrich reassured his girlfriend, pulling out the device he had mentioned before using it on the package he had just received from Stan. Upon firing the ray on the package, the two watched as it shrunk down and then disappeared into a small, disc-like container in the gun, which Ulrich then ejected and placed on the ground before activating, just to make sure that it worked right. When the package was restored to its original state, confirming that it did indeed work right, Ulrich shrunk the package again and slipped the disk in his pocket before climbing onto his bike once again with Ava right behind him. "Thanks again for helping me with this, Ava. I know this isn't really how you pictured your day going."

"Hey, it's for a good cause, so I'm more than happy to help," Ava reassured him, planting a quick kiss on his cheek to further prove her point before they both slipped their helmets on.

Just as Ulrich was about to gun the engine and race off to their next destination, a sudden explosion erupted from somewhere nearby, drawing the attention of both the two heroes and a few nearby civilians as well as smoke started to rise in the distance. "That's never a good sign," Ulrich commented.

"Think we should check it out," Ava asked.

"We're going to be even more behind than we already are if we do," Ulrich started to say, honestly thinking about it as he spoke. "But…it's better safe than sorry, so…"

"Let's get moving," Ava agreed, her hand already moving towards the Tiger Amulet that was safely resting in her pocket so she could slip it on properly as they were traveling.

Ulrich nodded in response and immediately pulled back on the throttle so that they were racing off in the direction of the rising smoke, hoping and praying that whatever they encountered would not be something too serious. Somehow though, knowing his luck, he knew that those prayers would probably go unanswered.

* * *

It was supposed to have been a simple retrieval mission. They were supposed to just come into the abandoned Oscorp warehouse, get the tech that Sin had sent them to get, and then get back out as quietly as possible. Sure the new leader of HYDRA had sent along a member of the Code Red Team to make sure nothing would go wrong and no one would interfere, but the group's team leader was sure that nothing would happen that would attract the attention of any superhero of any kind, be it small time or one of the Avengers. Now though, he was actually relieved that Sin had sent that mercenary, or whatever word you would want to use to describe the members of Code Red, but at the moment, he was more pissed off than anything else, because one of his grunts had let one of the crates slip from his grasp and the device instantly shot out some kind of laser beam that created a large hole in the ceiling. The explosion was likely heard all across Manhattan, and the fact that smoke was still rising from where the building's new entrance had been formed and the device that created said hole was probably not helping with concealing their location, so it was safe to say that any chances of keeping things quiet was no longer an option.

"You fool! What were you thinking," the HYDRA leader shouted at the grunt as he slugged him across the face.

"It-it wasn't my fault! This thing is heavy and I couldn't hold onto it for…" the grunt tried to say, only to get punched again.

"I don't want to hear your excuses," the team leader shouted before he turned to the other HYDRA agents. "The rest you hurry up and get everything loaded before any would-be heroes show up to cause us more problems!"

The HYDRA troops had redoubled their efforts at that, while the team leader did his best to not start quaking in his boots, knowing that their special guard was likely scowling at him right now and would be reporting this incident later on. To make matters worse for the leader of this little team of terrorists, a pair of heroes did eventually show up, and they did so by riding in at full speed atop the Overbike 2.0. The HYDRA troops were soon dropping whatever they were doing in an attempt to get out of the way before they were run over by the high-speed motorcycle, but most of their attempts ended up leaving them open to a slash from either Sprint Samurai's sabers or White Tiger's claws.

When Ulrich finally spun his bike around to a stop, he leveled the HYDRA goons a small scowl and pointed his saber forward as he said, "I should probably give you guys a fair warning: you picked a bad day to get our attention."

"Though you would probably make it easier on yourselves if you either just surrender or start beating each other up, otherwise you might have to worry about what'll happen when you cross an angry samurai and a ticked off tiger," White Tiger jokingly added as she flexed her claws.

The HYDRA troops just looked between themselves for a minute before they drew their weapons and started firing on the two. In an instant, White Tiger and Sprint Samurai were springing into action, with the former leaping right into the middle of one group of HYDRA goons in order to take them out right in the middle of their midst, while the latter raced around the warehouse on his Overbike before he finally engaged the autopilot and jumped off, sending the bike out of the building so that he could engage all of the HYDRA troops directly and still have a ride later. Ulrich probably could have fought them all off without losing his fancy Sky-Cycle, but experience from fighting on the original Overbike made him a little wary of the idea, and he still needed the current bike in one piece for later.

That did not mean that he was not still able to take down the HYDRA troops at high-speeds though. In point of fact, the minute his feet had hit the ground, he was already racing around with his super sprint and using it to run so fast that to him, the world had slowed to a crawl. This made it much easier for him to slice apart the guns that HYDRA was firing with his sabers before he spun around and landed a hard kick into one soldier that he then used as a springboard so he could launch himself up through the air and onto the crates that gave some of the snipers in the room a higher ground to attack from. A quick slash here, a kick there, and a throw of one saber was all that was really needed after that for Ulrich to take down all of the snipers that were in the room, from what he had seen, and he was soon back down on the floor and fighting back-to-back with White Tiger in order to deal with the remaining troops.

Of course, Ava did not really need Ulrich's help that much, since she was more than able to handle things like this on her own. The keeper of the Tiger Amulet was more than happy to prove this point when she managed to take out four HYDRA goons with one swift move before she disarmed and disabled another three all with one swift chain of blows that she seamlessly threw out with ease. Seeing White Tiger easily flow through the battlefield in the way that she did, even while she was kicking, punching, and clawing at whatever enemies landed in her range would make one think of a steady river as it flowed along on a calm day, and Ulrich was no exception to this. He would sometimes find himself stopping to stare at the Hispanic-American girl as she practically danced around the room while fighting the terrorists, but thankfully, he somehow managed to keep his wits about him so that he was not distracted enough to the point where he was completely unaware of what was going on around him and caught off guard in one way or another.

Unfortunately, his luck in doing so did not hold out forever, as HYDRA soldier escaped his notice and managed to land a single shot on him as a result. It was nothing too serious or life-threatening, thanks to the protection his suit gave him, but the worrying thing was that the blast did indeed sting quite a bit, much to Ulrich's surprise, and that's what really through him off and caused him to let out a cry of pain when the blast hit his arm. Hearing Ulrich's cry of pain immediately drew White Tiger's attention to him, and she quickly kicked away the soldier that she had been fighting before rushing to his side. "Samurai, you okay," Ava asked once she had reached him, her fighting stance already set so that she could strike at a moment's notice while her claws were out and ready.

"Yeah…yeah I think so," Ulrich panted as he rubbed his arm where he had been hit and summoned his previously dropped saber back to his hand so that he could deflect another blast before it could hit either him or Ava. "I just wasn't expecting it to actually hurt, but the fact that did hurt is what has me concerned."

Considering the dark tone that he had spoken in, Ava was pretty sure that Ulrich was a lot more than just concerned. She had heard from the other Avengers how Ulrich and Aelita would sometimes get whenever they found something that indicated someone was looking for a way to hurt the two of them, and now that it appeared as though someone had found a way to at least injure them a little, she did not want to think about how Ulrich alone would react. Her concerns were well-placed, as the minute Ulrich was on his feet again, he was instantly running over to the offending shooter and immediately tore apart the weapon that he had used until there was almost nothing left of the gun, and the knockout punch that the samurai hero delivered to the shooter afterwards was obviously much stronger than it needed to be. A second later, Ulrich was racing around the facility, destroying every weapon that had obviously been brought in by HYDRA until they were in the same state, and delivering similar takedowns to the other HYDRA soldiers as well.

The way he did all of these things had left Ava so that she barely had to do anything from that point on, but as she watched Ulrich fight, White Tiger had to admit that she was actually a little scared of Ulrich at that moment. She had never seen Ulrich fight with such brutality before, and the way that he used his sabers to cut down so many opponents seemed so careless that she was surprised that he had not let his concentration slip and allow the blades to actually inflict some form of serious harm to any of the green and yellow clad terrorists. That was what she had been thinking until she saw that one particular HYDRA soldier had a very nasty cut across his chest from where Sprint Samurai's saber had struck him, and that was all she needed to snap out of her dazed state and jump in to stop him.

"Samurai, stop! You're starting to inflict serious injury to these guys," Ava shouted, but Ulrich just kept going as though she had never heard her. Thankfully, he was no longer using his super sprint to its full extent, but only to the point where he was only slightly faster than the average person, and that gave White Tiger something of an opening to act on.

As the samurai hero continued his Hulk-like rampage, neither of the two ever registered that the member of Code Red who had accompanied the HYDRA team was still present and watching them as he reported in to his true master. "Savage Artillery to Lord X.A.N.A., it seems that two of the local heroes have come to interfere with HYDRA's little errand. One of the two is an Avenger, and it's one of your primary targets: the one called Sprint Samurai."

 **"That is the reason why I sent you. You have permission to engage him, but make sure you do not give a display of your full strength just yet. One final note, have the prototype that was sent along with your group deployed,"** the demonic artificial intelligence told his newest general.

"Orders received and understood. It will be done," Savage Artillery replied in a practically robotic tone, and he then ended the communication and prepared to jump into the fight as well.

Back in the fight, Ulrich had taken down nearly all of the HYDRA troops, save for a small few, including the leader, and the Sprint Samurai was now preparing to interrogate said leader so that he could get some answers. As he looked at the single saber that the Lyoko Avenger currently had at his throat, the HYDRA leader slowly turned his gaze towards Ulrich's face and saw very clearly that Ulrich had no intentions of making this interrogation the least bit pleasant for the terrorist. "Where did you get those weapons, and if you didn't get them from someone, where did you learn how to make them," Ulrich snarled, but the HYDRA soldier did not say anything, which only served to further Ulrich's anger. "Tell me!"

The HYDRA leader was about to slip himself a bit of cyanide in order to keep himself from saying anything, but Ulrich reacted quickly and knocked the pill out of the man's mouth before he could so much as get it close to going down his throat. When he felt the cold steel of Ulrich's saber come up against his throat, he knew that the samurai hero was not going to take anything other than a satisfactory answer from him. "I don't know," the HYDRA team's leader replied as quickly as he could.

That was not an answer that Ulrich was looking for, and he immediately commanded his sabers to start doing more serious harm to their target, leading a cut to start slowly forming on the man's throat, which only grew as he pushed the saber forward while he applied a great deal of pressure to one of the terrorist's arms. "Don't screw with me! Now tell me what I want to know," Ulrich shouted.

"I swear to God, I don't know anything," the HYDRA soldier cried. "I'm just a soldier! I don't work with our science team! They give me a field mission, tell me the basics about what the weapons can do, and I use them! That's all I know, I SWEAR!"

Ulrich was about to accuse the soldier of lying again when he suddenly felt someone wrap their arms around him from behind and start pulling him back, and judging from the familiarity of those particular slim, yet strong and toned arms, he knew in an instant who it was even before they started shouting at him. "That's enough, Samurai! Please just stop," Ava practically begged, her voice indicating that she was coming close to being on the verge of tears.

"Let me go, Tiger," Ulrich snarled in warning while he struggled to shove her off.

Ava did not listen and instead pulled him closer so that she was practically hugging him from behind, and then whispered in his ear, "Ulrich, please. It's over. We've already stopped them, all of their weapons are destroyed, and this guy really is telling you all that he knows. You don't have to hurt him anymore than you already have. Please stop before you do something you'll regret later."

Ulrich just panted heavily in reply before he finally took a deep breath to calm his nerves and relaxed his posture. When she felt Ulrich relax at last, Ava finally released her hold on him, but still kept her arms up as he stumbled forward a little, indicating that his little rampage had left him a bit off balance. He then slowly turned to face her, and the two just stared at each other for a few minutes before Ulrich slowly raised one hand towards her face, lifted her mask up just enough for the lower half of her face to be seen, and then pulled her in for a strong, heated kiss, much to Ava's surprise. Her shock did not last for more than a few seconds though, and once it had passed, Ava was immediately returning the kiss with every ounce of feeling she could muster. Whether she did so to show just how frightened she had been just now of what he had been doing or to show how glad she was that he had snapped back to his senses, Ulrich did not know, nor did he care. He just wanted to hold her as close as possible and show her just how sorry he was for losing it like he did.

The two were so swept up in the passion of the moment that they barely registered the sound of Ulrich's saber clattering on the ground as he dropped it from his hand so that he could reach up and brush his hand against Ava's thigh, earning a small whimper from the Hispanic girl when he did. That whimper so became a bit of a moan when that same hand suddenly found its way to her backside and gave it a light squeeze, and Ava was not slow to reciprocate the action as she ran one hand along his front while the other raked through his hair. The two probably would have started going a little further in their make-out session had the HYDRA soldier Ulrich was just interrogating finally passed out and then collapsed onto the floor. The sound of the unconscious terrorist falling to the floor was enough of a shock to get the two to finally break apart and then put a little distance between them as they worked through the hormone-induced haze. They were not embarrassed about what had just happened, but they were a bit more concerned about how it had happened while they were still in the middle of an area where they were just fighting for their lives against a number of HYDRA forces.

"Uh…Sorry…you know for, losing it like that and scaring you…and for what we just," Ulrich finally stuttered in an attempt to break the silence.

"It…it's alright," Ava replied shyly as she fixed her costume, silently cursing the fact that Ulrich's suit could not get messed up like hers had previously been no matter what someone did to it. "I mean you were…shocked and upset about what you had just discovered for the first thing, and…well, I was just as responsible for the…other thing…plus it was a whole…heat of the moment thing, and…"

"Yeah…and we had just finished a major fight…plus with everything going on today…yeah," Ulrich immediately nodded in agreement, all the while praying that something would happen that would help end the awkward moment they were experiencing right now.

His prayers were answered, but he was not entirely sure if he liked the reason as to why, because a minute later, a barrage of silver energy projectiles suddenly rained down across the floor in his and White Tiger's direction, forcing them both to jump out of the way. After rolling into a crouching position and resummoning his saber to his hand, Ulrich looked to where the shots had come from and found his gaze resting on…someone he did not recognize at all, but somehow felt very familiar to him. Maybe it was the dark violet outfit with red detailing that almost seemed like stripes, or maybe it was the odd, black gauntlets that had seemed to just appear on his lower arms when he landed before them, which he was now pointing towards them like some kind of weapons, or maybe it had something to do with the way that he had landed with a catlike grace that made him seem familiar to Ulrich. Whatever it was, Ulrich could not really say, and not just because he could not see the man's face due to the fact that the hood the man was wearing hid it so well aside from the glowing, crimson scouter over his left eye. Either way, the one thing Ulrich knew for certain was that this man was dangerous.

That feeling was proven accurate when the man suddenly fired another barrage of energy projectiles, these being more numerous and thin in comparison to the first ones that he had fired, forcing Ulrich to start racing around the room while Ava did her best to avoid the blasts with a grand display of acrobatics that would make a few Olympic competitors jealous. As he kept up his barrage, the man moved over to one of the HYDRA soldiers that were still conscious and whispered in a deep, distorted sounding voice, "Deploy the prototype."

The HYDRA soldier seemed a bit wary of carrying out such an order, but after being subjected to a small look from the new player, he immediately replied, "Yes sir, Savage Artillery, sir."

Seeing the HYDRA soldier respond in a way that he had only seen them do in response to orders from the likes of Baron Strucker immediately raised a few more warning flags for Ulrich, along with how he had initially reacted to activating this prototype that they were talking about, but he put it on the backburner for now as he finally stopped deflecting the blasts and raced around the room so he could engage the attacker in close-combat. His efforts did not pay off though, as Savage Artillery had seen him coming and easily dodged his saber by leaning to one side. He then spun out of the way of Ulrich's next swing, and swiftly blocked every strike that had followed afterwards in one way or the other with a skill that Ulrich had not expected or seen from anyone outside of Aelita, Cap, and Ava. He did not really count Peter among that group because the web-head could dodge just about anything thanks to his Spider-Sense. It all led him to lock his saber with one of Artillery's gauntlets and then wonder aloud, "Who are you?"

"The beginning of your worst nightmare. Yours and Aelita Schaeffer's, Ulrich Stern," Savage Artillery replied.

Hearing this man not only address Aelita by her real birth name like that but also call him by his own real name made Ulrich freeze in shock for a moment, and that almost caused him to let his hold on his saber slip, but he was able to recover quickly enough and keep Artillery back as he asked, "How…how do you know who I am, and how do you know Aelita's real name?"

Artillery said nothing in reply to his, leading Ulrich to think he was probably smirking underneath that hood at how Ulrich did not know about how he could know such information, but the two were soon forced to break apart when something big suddenly crash landed near them. When Savage Artillery looked at the object in question, he only smirked at the sight of it before he lowered his arms and dismissed his gauntlets in a manner that was uncomfortably similar to how Ulrich summoned or dismissed his sabers before he said, "Enjoy this other precursor, Lyoko Warrior. Let it serve as a sign of the inevitable outcome that you can never hope to stop."

Savage Artillery then leapt away with an incredible show of acrobatics and catlike style that Ulrich had seen very few people pull off so well, and thus, he was left to deal with what he could only assume was the prototype that the mystery assailant had mentioned earlier. Thankfully, it did not seem like Ava was going to let him deal with it alone, because she was soon right next to him and ready to fight, much to his thanks. When he finally saw what the prototype looked like though, he suddenly felt his blood run cold at the sight.

What appeared before them was clearly some type of robotic drone, but unlike the other drones that HYDRA had often deployed, this one was not humanoid in anyway. Instead, it took on the appearance of a giant spider with four jointed legs, and it possessed a body that was colored silver and dark grey for the most part, aside from the red on its underbelly. It seemed that a pair of cannons were supposed to be mounted on the ends of its front legs, and three sets of thin slashes on what could likely be considered its face that served as its eyes. When it let out an odd, sounding roar of some type, the sound just reinforced how familiar this thing was to him, because it was like he was looking at a near perfect copy of one of X.A.N.A.'s Tarantulas.

Ulrich was not sure if Savage Artillery had helped design this thing with the intention of getting this kind of reaction out of him and Aelita if she ever saw it or if it was just a freak coincidence, but the fact that he was actually staring down with a machine that was so similar to one of the monsters they had once fought on a daily basis along with the rest of the Lyoko Warriors was enough to make him stop dead in his tracks. He was so stunned by the fact that he did not even register that it had fired an energy blast from its head at him until after White Tiger had pushed him out of the way to save him. Afterwards, the thing let out another roar and leapt up through the ceiling and out of the building, likely heading towards the city. Normally the two heroes would have immediately moved to go after it in order to make sure that no one got hurt, but the problem with that was that Ulrich was still frozen in shock and Ava was stuck trying to figure out how to snap him back to his senses.

Eventually, Ava finally ended up just slapping him in the face, getting a small cry of pain from Ulrich after she had. "Ow! For real? What'd you slap me for," Ulrich asked, indignantly.

"Because you had completely frozen up, looked like you'd seen a ghost, and I was starting to think that you had stopped breathing," White Tiger swiftly replied as she pulled him to his feet.

"Well then next time try the Heimlich Maneuver or CPR. Both work just as well for someone who's stopped breathing," Ulrich suggested.

Even though he could not see her face at the moment, Ulrich was sure that Ava had started smirking behind her mask when she next said, "You're just saying that so that you'll have an excuse to start making-out with me again."

"Well, I certainly wouldn't be opposed to it," Ulrich easily quipped in reply. He then shook his head a little and started moving forward as he said, "Come on. We've gotta stop that Tarantula look-a-like before it causes any damage to the city."

"Right, but what about them," White Tiger asked as she indicated the HYDRA goons that were still lying unconscious in the room.

"We don't have time to worry about them right now," Ulrich insisted, and he immediately scooped Ava up into his arms so that he was carrying her bridal-style as he raced out of the building and back to his Overbike at super speed.

Ava just shrugged in response to that while fighting to make sure that she did not blush from the position she was currently in and to make sure that she did not try to snuggle into Ulrich's shoulder at any point during their short run to Ulrich's trusted vehicle. She knew that they were going to have to talk about what had happened just before Savage Artillery had shown up, but right now, she put it aside so that they could focus on the problem at hand.

* * *

With all the supervillain attacks, numerous explosions, various invasions, and whatnot that happen in the city, you would think that some people would question why they still lived in New York, and some people more than likely would say that you would be crazy to not think you were insane after getting caught up in so many of these events after a while, but that did not stop people from staying there. At the same time though, that also did not mean that they did not start running away while screaming their heads off when during one of these events in an attempt to get somewhere safe before anything happened to them, and it was no different this time when everyone saw the Tarantula drone that Sprint Samurai and White Tiger were currently chasing come hopping through the city like some kind of giant grasshopper while firing off laser blasts at anything within its line of sight.

"You know, I don't remember any of the original Tarantulas being so jumpy," Ulrich joked as they continued chasing after the robotic copy of the monster he had once fought so many times on Lyoko with Aelita and the rest of their late friends.

"Well this Mecha-Tarantula sure seems to think it's more grasshopper than spider. Besides, with legs like those, why wouldn't they have done a bit more jumping around," White Tiger asked.

Ulrich would have answered that had he not found himself unable to answer the question while simultaneously running the name Mecha-Tarantula through his head as a way of testing how good it sounded. That, and there was also the fact that he was getting a call from a certain size-changer, instantly reminding both him and Ava of their original mission, which they had both nearly forgotten about in the heat of the fight from earlier. Ulrich did not want to answer, but he knew that avoiding the call would not make Janet stop trying to reach them. If anything, it would also just make her more worried, so he hesitantly hit the answer key on his bike's communicator. "Hey Jan. Now, before you say anything, I want you to know that we're both well aware of the fact that…"

 _"YOU'RE LATE! Seriously, where are you guys with the package?! You should've been here an hour ago,"_ Janet practically shouted, interrupting him before Ulrich could finish his sentence.

"Stuck in traffic. Trust me, it's a real monster of a time getting through right now," Ulrich replied in a blatant lie that Ava knew that anyone could have seen through without being in their current position, assuming they were not a total idiot.

Janet was clearly not an idiot, as she was quickly questioning the validity of Ulrich's little fib. _"Then why aren't you using you're Overbike's flight mode to get around the traffic?"_

"Uh…I don't have enough room for a proper take-off. Not all of us can just shoot straight up into the air in order to take flight like you and Aelita can, Jan," Ulrich tried to say. His attempt to hide what was really going was not helped when the Mecha-Tarantula fired off a series of blasts that caused multiple buildings and other surrounding points to explode loudly.

 _"Were those explosions,"_ Wasp asked, now becoming more concerned than she was angry, likely thinking that there may be a chance that she would have to send some of the team to help Ulrich and Ava, their plans be damned.

Ulrich knew how strong the likelihood of Janet thinking that was, and he did not want anything to interfere with what they had planned for their target, not even this ghost from his and Aelita's past, otherwise it would only cause more problems for their plans than it would solve. So after a few more seconds of silence, Ulrich found there was really only one answer he could give to Janet, but he still did not give it right away. "…No."

 _"Ulrich,"_ Janet warned, instantly back to being angry, only this time it was for a different reason.

"Nope," Ulrich continued to deny, even as another explosion rang out because of the Mecha-Tarantula.

 _"Ulrich Stern,"_ Janet warned with a growl.

"No, there's no explosions. Tell her Ava," Ulrich insisted, instantly dragging his girlfriend into the conversation despite her warning glare that clearly said to leave her out of it.

Somehow, White Tiger managed to suppress the urge to claw Ulrich's eyes out right then and there, mostly because he was the one driving the vehicle they were riding in order to chase after their mechanized foe, and turned to the Wasp so that she could address her in the sweetest tone that was possible for her at the moment. "That's right, _Sweetie_. There are no explosions going off around here and we'll have the package as well as your contribution at the rendezvous point in no time."

For a minute, it seemed as though Janet was not buying it and she was going to question them further on the matter, but a sudden crash from her end of the communication suddenly drew her attention to someone in the background, and Ulrich could have sworn he heard the sound of a repulsor going off just seconds before said crash. _"Look just make sure you get the package and get to the rendezvous point fast. The target will be in position at any second, and I don't know how much longer our distraction is going to hold out."_

"Don't worry, Jan. We've still got some time before the target begins making its way to you guys. We'll just deal with our problem here, grab the package and my contribution, and be at the rendezvous before you know it," Ulrich reassured the size-changer, his eyes staying on the Mecha-Tarantula as much as possible without letting Janet know he was not looking at something other than the screen or the road ahead of him.

 _"Alright, but hurry. We're running out of time as it is, and now I've got to go help Tony and Rhodey get out the mess they've gotten themselves tangled up in,"_ Janet said, and with that she ended the call.

"Phew, that was close," Ulrich sighed in relief, only to flinch a bit in pain when his girlfriend suddenly slapped him in the arm, _hard_. "Ow! You do remember I'm the one driving, right?! What was that for?!"

"For dragging me into it and likely pulling me into Wasp's crosshairs with you," White Tiger replied.

"Hey, it's not like I asked you to tell her a story of your own. I just needed you to back mine up. Besides, if there end up being consequences later, I'll be the one who has to pay them. If anything, you'll just be made to help in delivering the punishment onto me," Ulrich pointed out. Before White Tiger could respond, the Mecha-Tarantula suddenly landed in the middle of a busy street, and sent a number of cars flying into the air with one of its long, forward legs. Thankfully, no one was inside any of the vehicles, and they did not land on top of anyone, but there was no telling how long such luck would last, and Ulrich knew that they would need to act now. "If this thing is anything like the original Tarantulas, then its weak point should be on the top of its head. It was marked by the Eye of X.A.N.A. like with all the other monsters that the Lyoko Warriors had fought."

White Tiger was instantly looking a similar mark on the area of the beast's body that Ulrich had indicated, and she quickly found the HYDRA sigil in the place where he had said that the Eye of X.A.N.A. would be. "I think I see it, but how're we going to get close enough to it," Ava asked.

"One of us will need to keep it busy while keeping it from attacking anyone in the area while the other goes in for a sneak attack," Ulrich explained. "That's the strategy that usually worked best for us when dealing with these monsters, at least when we did not have to fight them alone and without our vehicles." He then flew the Overbike over to an out-of-the-way area so that he could park it and get it back later, and then climbed off as he continued what he was saying. "I'll try to keep it busy so that you can move in to finish it off."

"No way. You're speed will help you to make sure you can get close enough while also keeping everyone out of danger. I'll handle the distraction," White Tiger argued, and she was quickly running off before Ulrich could say anything in retort.

Later on, Ava would make a mental note to thank Peter for showing her how to handle being the distraction for bad guys, be it indirectly or otherwise, because after seeing him serve such a role so many times in the past both when they were working together as members of the Warriors and in various team-ups afterwards, it was hard for her to not pick up a few tips. She may not have been able to be as effective of a distraction as Peter always was, but she did not need to openly mock this particular enemy in order to keep it busy; she just needed to land a damaging blow to it once and then make sure to stay out of the way of whatever attacks it sent at her afterwards. The first part was easy enough, because she had no trouble getting through the abandoned vehicles and rubble to slash at one of the mechanical monster's legs with her claws, but the second part was a little more difficult for her, at least in comparison to Spidey. The main difference between White Tiger and Spider-Man when it came to acting as a distraction, or really any hero and Spider-Man, is that Ava did not have any kind of danger sense like Peter did, so she had to make sure she kept a good eye on all sides so that she could effectively leap, duck, flip, and jump out of the way of whatever attacks that the Mecha-Tarantula threw at her while simultaneously making sure she never backed herself into a corner in doing so.

As Ulrich watched his girlfriend evade one of the Mecha-Tarantula's long, front legs, which the beast had used to take a swing at her or just pound her into the ground, he could not help but marvel a little at how flawlessly she seemed to carry out her role, but he knew that now was not the time to be admiring his girlfriend, because he had to make sure he was moving fast enough to keep everyone from getting caught in the crossfire of the battle or from being hit by a stray shot from the monster, all while simultaneously watching for the first sign of an opening that he could exploit. Even with his triplicate and super sprint combined, this was proving to be a bit of a challenge for him, but then again, fighting just one of the original Tarantulas on Lyoko was never easy either, no matter how many people were fighting against it. Still, he finally saw his opening, and he did not hesitate to capitalize on it by charging forward. Everything seemed to move in slow motion at that point, even by Ulrich's standards when he was using super sprint, because right when he was making his move, the Mecha-Tarantula had finally cornered White Tiger, and if Ulrich was even just a second late in shutting this thing down, Ava would likely end up being seriously hurt. This served as all the motivation that Ulrich needed to run as fast as he possibly could as he ran up the monster's back from behind, both sabers drawn, and the minute he was in range, he immediately ran one of the twin blades through the HYDRA symbol that was positioned exactly where the Eye of X.A.N.A. had been on all the original versions of the Tarantulas. He did not stop there though, because after running his saber through its target, Ulrich easily flipped himself forward and swung his remaining saber in a powerful downwards slash on the arm that was about to crush Ava beneath it, severing the limb from the mechanical beast before it could come any closer to its target.

After the limb and Sprint Samurai had hit the ground in front of her, White Tiger just watched as the Mecha-Tarantula seemed to twitch, jolt, and shake before it finally collapsed on the ground, unmoving. Neither of the two were sure if they should take that to mean that the thing had been beaten just yet, which was why they both kept their guard up as Ulrich slowly approached it to retrieve his saber from where he had stabbed the monster. When he successfully managed to pull the blade out and the Mecha-Tarantula still did nothing in response, they both breathed a sigh of relief at the fact that it was finally over. At least, their battle against this particular monster was over, because there was still one other problem to deal with.

"Let's get back to that warehouse and see if we can figure out how HYDRA even built this thing," Ulrich said as he holstered his sabers into the harness on his back while walking over to his Overbike.

White Tiger just nodded in agreement, too out of breath to really argue right then, and she was soon climbing onto the back of Ulrich's bike behind him and holding on tight as he rocketed away from the scene of the battle.

* * *

The return trip to the Oscorp warehouse that they had been fighting HYDRA in was uneventful, which was very worrying since Ulrich was sure that the terrorists would have set up some kind of roadblock or blockade to try and either slow them down or keep them from getting back, and his worries proved to be well-founded, because when they returned to where they had previously been fighting HYDRA, they found the warehouse completely empty. No sign of any of the crates or tech that had been in there, HYDRA or Oscorp, not one single green-and-yellow suited terrorist, and absolutely no indication that anyone had ever been in there, let alone had a battle in there.

"I don't believe this," Ulrich snarled in annoyance. He had been intending on getting some answers on why HYDRA had created a machine like that and what it was supposed to be a prototype for, or at least continue his fight against Savage Artillery while attempting to get an idea on just who the mystery man really was, but clearly all of those plans were now out the window with this new development.

Sensing her boyfriend's distressed state and fearing that he might start going on another rampage, Ava immediately made her way over to Ulrich as quickly as she could, wrapped her arms around him in a tight hug, and soothingly rubbed his back as she whispered, "It'll be okay, Hot-Shot-Samurai. We'll get 'em next time, or at least you will, be it with help from me, your sister, or the Avengers."

Ulrich said nothing for a moment as he returned the hug, placing light kiss on Ava's masked cheek as he did at one point to show how grateful he was that she was there for him right now, but as much as he wanted to just stay there in her arms forever, he knew that they had other things to worry about. "Well, until then, we've still got one other mission to complete," Ulrich said as he broke the hug and returned to his bike.

Ava immediately nodded in response and followed after him. Just as they had both climbed aboard, Ulrich's communicator signaled an incoming call, and neither of them were surprised that Wasp was the one trying to reach them again. _"Where are you guys?! You need to get here with the package now,"_ the size-changer shouted.

"Relax, Jan. We'll be there in a few minutes," Ulrich said as he started up the bike and pulled back out onto the street, turning it in the direction of their destination before they whole fiasco had started.

 _"You don't have a few minutes! The target is on its way to us right now! They'll be here any second,"_ Wasp revealed, panic clear in her voice.

"Jan, calm down. If they've just started heading towards you, then we've still got at least an hour or so, especially since we've made sure that they won't be able to use their normal methods of travel. We'll be there with the package. I promise," Ulrich informed Janet, and he quickly ended the call before Wasp could say anything more.

"You really think we'll make it to the rendezvous before the target does," Ava asked, her tone reflecting the skeptical, uncertain look on her face.

"No, but we will be fashionably late by a couple of minutes, max," Ulrich said, and he then activated the Overbike's flight systems so that they could avoid any and all traffic that stood in their way, just to make sure that they did arrive at the time that he had said they would.

* * *

Unlike her brother, who had been racing around the city all day without her knowing, Aelita had been having a surprisingly good day. Not a single bit of crime had gotten in the way of anything she wanted to do, no supervillains of any variety had attacked to the best of her knowledge, and the fact that she had got to spend the entire day with Peter uninterrupted by anyone or anything was also a great bonus. Despite all these good things though, something just did not sit right with Aelita, not in the sense that she thought there was trouble brewing, but more in the sense that something just did not make sense to her. Right from the moment she had woken up, she could see that everyone at the mansion had been acting rather weird around her, and she could sometimes hear them talking in weird ways, like they were speaking in some kind of strange code or something, but at the same time, everything they said did not seem to warrant any concern, so she just shrugged it off. The strangeness did not end there though, as a few minutes afterwards, Peter had shown up to take her out for a surprise day out on the town, and Ulrich had actually encouraged her to go with him on said outing. Now this was strange because last Aelita had checked, her foster brother had still not gotten over the fact that she and Peter were now lovers and was still thinking about inflicting some form of pain onto her loving, wall-crawling boyfriend at some point, so to see him so eager about them going out together on their own was immediately raising a few red flags for her. Then again, it was not like she put up much of fight when she heard him give the okay for them go out together, and it showed in how she was out the door and along her way with Peter the minute she was ready.

After that point though, it seemed like Peter was doing everything he could to make sure that Aelita did not go back to the mansion for any reason. It was not as though he did something very bad or anything to keep her from leaving, or like he was acting like he would die if she left him at any point, but every time she mentioned needing to go back to the mansion for some reason or another, or even calling the others, Peter always had some form of excuse or reason to either divert her attention from the idea or change her mind about it. Eventually, when it started to get dark, Aelita knew she would have to get back to Avengers Mansion no matter what Peter said, but this time when she mentioned this, Peter seemed like he was perfectly okay with it. That alone would have roused Aelita's suspicions, even if it were not for the fact that she had seen him quickly pocket his phone, obviously thinking that he had managed to do so before she had even noticed.

When they finally got back to mansion, Aelita was surprised by the fact that it looked like all of the lights were off, at least from the outside, and upon walking into the headquarters and in some cases home of the Avengers, she became even more concerned by the fact that none of the lights were on at all and J.A.R.V.I.S. did not seem to be responding. While Aelita was immediately moving to stand on the defensive, her hand cautiously moving closer to her watch so that she could change into Angel Guardian at any time, Peter did not seem too worried at all for some bizarre reason, even after they had moved throughout various parts of the mansion without finding any sign of anyone or anything, including her friends and surrogate family. When they finally reached the lounge, Aelita was prepared to chew out her boyfriend for his relaxed attitude when the lights suddenly went up and she heard several people all shout four words. "SURPRISE! Happy birthday, Aelita!"

The pinkette had nearly jumped ten feet in the air when she heard that first word being shouted, but when she turned around, she was immediately smiling widely at the scene before her. The lounge had been completely decked out for a huge party, with a large banner that read "Happy Birthday Aelita", and streamers were flying everywhere. A large spread of food could be seen on one side of the room, and to the average man, it looked as though it could have been the buffet table for a major event for the most elite and rich individuals in the world. The thing that really made Aelita smile though was the fact that every single member of the Avengers were there, including Thor, much to her elated surprise, plus Pepper, Rhodey, Iron Fist, Luke Cage, and all of the X-Men as well, and she did not hesitate to give every single one of them the biggest hug she could muster up as she let out an excited scream of joy. The only ones not present at the moment though were Ulrich and Ava, but she was too excited to really think that much about it right away, and just chalked it up to being so happy at the surprise party that her friends and family had put together for her.

"You guys! You really didn't have to go to all this trouble, you know that," Aelita insisted as she released Kurt from the tight hug she had enveloped him in just seconds ago. She could not help herself for making Nightcrawler's hug a little tighter than the others; there was just something about him that made her just want to squeeze him tightly whenever she hugged him, and the fact that he had blue fur probably contributed to that fact.

"Are you kidding? We would've done this even if you had told us straight up that you didn't want us to," Clint insisted. "Besides, the only thing that made it difficult was the fact that a certain individual, Wasp, was such a slave-driver in making sure everything was absolutely perfect."

Janet would have blasted Hawkeye with both of her stingers for his little comment, but she did not want to spoil the occasion for Aelita at all, so she settled for throwing him a dirty look instead before she gave her favorite little sister a massive smile. "Don't listen to Clint, Aelita, at least in regards to the last part of his comment. We really were happy to do this. After all, only the best for our little princess," Janet insisted. "Besides, the only real trouble we had was making sure Hulk didn't get into the food spread before the party started, which was supposed to be Clint's job, and getting Tony and Rhodey untangled after they somehow got all tied up in the streamers."

"Hey, those things had a mind of their own, I tell you," Tony insisted as he grabbed a drink from the food table. Pepper had made it a point to make sure that none of the drinks were alcoholic in any way, since Aelita and Ulrich were both still at least two years too young to be drinking, despite any and all protests that Tony had made to the fact, so he had to settle for either soda or water, but he did make it a point to ask if Logan would consider sharing any of the beers he had snuck in with him when he and the rest of the X-Men had arrived.

Hearing Janet call her by Ulrich's original nickname for her, Aelita immediately glanced around one more time to try and find her adoptive brother, only to not see him or Ava anywhere. "Hey, do you guys know where Ulrich and Ava are," Aelita questioned.

Janet immediately rolled her eyes a little and explained, "Well they were supposed to have gotten back with the cake by now, but…"

"But we had to make a few stops so I could pick up everything I needed for my gift to you, Sis," Ulrich's voice interrupted, diverting all attention to the doorway where Ulrich and Ava were both standing, the former of which had a large package under one arm while he was using his other arm to help the latter carry the large birthday cake into the room for all to see. When they all gathered around, they were able to clearly see that the cake was actually in the shape of the Lyoko symbol, with pink color frosting and the same words on the banner written clearly on the center.

"Happy birthday, Aelita. Sorry we're late, but someone insisted on making sure his birthday present was completely ready at the last minute," Ava said as she handed the cake over to Janet and Pepper, who made sure to keep it well out of Hulk's reach for the time being.

Aelita just hugged both of the two in response, and said that she was just happy that they had made it at all. After releasing them from the hug, Ulrich immediately held out the wrapped present to her and insisted that she open it up right away, which Aelita gladly did. When she had finished tearing away the wrapping paper and saw what was inside, Aelita could only gasp in honest surprise at what lay before her before she turned a disbelieving stare to the one who had given it to her. "Ulrich…is this really," Aelita tried to ask, hardly believing what she saw.

"Yep. I know you've really missed getting to play around with the small set-up you had gotten yourself, so I went to just about every electronics store in the city looking for the perfect pieces of equipment so that you could get back into the mix of things," Ulrich replied with a nod.

A minute later, Aelita was once again wrapping her arms around Ulrich in a tight hug, only this one was much tighter than the previous one and she was letting a few tears of joy fall from her eyes as she said, "Thank you, Ulrich. I love it!"

Their curiosity now peaked to an all-time high, just about every Avenger who had been close by immediately leaned in closer so that they could see what it was that Ulrich had gotten his adopted sister. When they did, they found themselves greeted by the sight of a mixing board, a laptop that was suitable for DJs, a set of headphones, and every other item necessary for anyone who performed techno or as a DJ in general. "Uh…someone care to explain why it looks like Ulrich's present for our resident birthday girl is DJ equipment," Clint asked.

"Didn't we ever tell you guys," Ulrich asks in slight disbelief, almost as though he was scolding himself for never mentioning this fact before. "Back home, Aelita was an incredibly talented DJ right from the moment she first hit a mixing board, literally."

"Oh come on, Ulrich. I wasn't that good," Aelita tried to argue, but the smile on her face coupled with the light blush she had gained at such praise immediately told everyone she was being modest about the fact.

"Not that good? Aelita, you were chosen out of hundreds of kids to be the opening act for one of the Subdigitals' concerts by the group themselves, despite the fact that you had to walk out on them after performing to help us with a X.A.N.A. attack," Ulrich revealed, and he did not singing her praises there. "More than that, she only kept getting better over the years since then, especially after our final battle on Lyoko, right to the point that several talent scouts were practically beating down the doors of the school trying to recruit Aelita as their new star."

"Wow! Girl, that's amazing," Luke complimented.

"No kidding. You _have_ to show us just how good you are, Aelita," Janet insisted.

"Alright, alright, but only after I've gotten all my new equipment set up just the way I like it, and I've remade the demo of my first mix. The original demo was lost along with the rest of the school during…that day," Aelita said, frowning a little when she brought up the day that she and Ulrich had lost everything.

Seeing this prompted Hank into action, and he immediately threw an arm around the pinkette's shoulders as he said, "Well don't worry. You can think about all of that later. For right now, just enjoy the party that's celebrating your big day."

Aelita smiled in thanks to the former Ant-Man, and like that, the party had fallen into full swing, with everyone chatting one another up, indulging in food and drinks, and making sure to either wish the birthday girl a happy birthday every chance that they had or give her a present if they had one. Later on, Aelita found out that the whole surprise party had been Ulrich and Peter's idea, and it finally dawned on her that Peter had actually taken her out on the town in order to make sure she did not find out anything about it beforehand. Learning this new information had led both boys to get another hug from the birthday girl, but she made sure that the one who could do whatever a spider can got a loving kiss as well.

Seeing all of this made Ulrich and Ava both forget about the fight with HYDRA, their encounter with Savage Artillery, and the Mecha-Tarantula for a moment, and neither of them had any intentions of bringing any of these things up right now or at any point in the rest of the day, because they did not want to bring down Aelita's spirits in any way at all. Such things could be mulled over and looked into tomorrow, but today was all about making sure that the first Lyoko Warrior had the best birthday ever. Of course, there was also one other matter that Ulrich had to deal with, and this one could not wait until tomorrow, so he immediately made his way over to the web-head the minute he saw that Peter was alone and that there would be no way for him to get away or run to Aelita before he got there.

"Hey, uh…thanks for telling me about that store, Stan's Electronics and Comics. Stan wanted me to tell you he said hi, by the way," Ulrich said to Peter, clearly a bit nervous about this conversation, much to Peter's confusion.

"Uh, no problem, and thanks," Peter nodded, while making a mental note to stop by his old family friend's shop at some point in the near future.

At that point, an awkward atmosphere descended upon the two, until Ulrich finally just sighed and said, "Listen, Peter…I know that I may have been…a little mad about learning you and Aelita had started sleeping together…"

"A little mad," Peter questioned in a tone that was clearly saying that Ulrich was understating things.

"Okay, I was completely ticked off with you," Ulrich admitted. "But in all honesty, it was mostly just me being overprotective of Aelita. Even before she became my adopted sister, she had always been like a little sister to me, and part of me can't help but still treat her like that. I know that this makes me seem more like an overprotective father than it does a brother, but my point still stands: Aelita's like family to me, and she's the only part of my old family and life that I have left. I guess, I'm still a bit afraid of letting her go so that she can become the amazing woman she was always meant to be. Either way, I can't just keep treating her like she's still that same, naïve girl who was stuck on Lyoko years ago, and I'm glad that you're the guy she's decided to be with. She really couldn't do much better."

"Normally I would argue with you and say that she's too good for me, which is true, but hearing you say that means way too much for me to joke about it. So…thanks, man," Peter nodded in reply.

Ulrich returned said nod before he added, "But just so we're clear, you ever do anything to make her even the least bit sad…"

"Dude, if I ever do anything like that intentionally or otherwise, I will _let_ you kick my butt in any way you deem necessary," Peter interrupted.

"Good," Ulrich accepted. "But there is one other thing I should mention."

"What's that?"

Ulrich glanced around the room for a minute before lowering his voice as much as he could in the hopes that Aelita would not hear him and said, "Until I see a ring on her finger, I had better not hear any news about you getting her pregnant. I'm being serious here, Pete. I fully expect you to propose to her sometime in the near future, or no amount of webbing will be able to save you."

Peter's face had turned as red as his mask when Ulrich had said all of that, but he still managed to give Ulrich a determined gaze as he said, "Don't worry. I most likely will, but let's leave that for later on down the line. I'm pretty sure that we're not quite ready for…"

"Relax man, I'm just saying, and giving you an early welcome to the family for when it does happen," Ulrich reassured as he patted Peter on the shoulder. "Now go get her, Webs."

Peter shot Ulrich a playful look for his teasing and immediately left the Lyoko samurai's side so that he could rejoin his girlfriend in the festivities. Just as Peter was about to reach her, Ulrich looked to see Aelita smiling happily at him as she mouthed a thank you in his direction, proving that she had most likely heard just about everything he and Peter were talking about just now. Ulrich nodded in response to this with a smile of his own, and soon found himself next to Ava with one arm wrapped around her shoulders, much to the White Tiger's smiling pleasure. He knew that he would probably have to talk to Ava about the other thing that had happened between the two of them earlier that day at some point, but for right now, none of that really mattered.

In point of fact, none of what happened today before now really mattered at this point. The HYDRA attack, the Mecha-Tarantula, the mystery as to who Savage Artillery is, the moment that he and Ava had ended up sharing, none of it mattered at all to Ulrich. The only thing that mattered right here and now was that Aelita was happy, enjoying her birthday party, and was in the company of every single one of her friends and family. All other concerns and problems could wait until tomorrow, because for right now, everything was just the perfect epitome of happiness.

* * *

 ** _AN: Wow, for a chapter of this length, a lot of stuff really went down this time around. We got us a Stan Lee cameo (which was inspired by the one that Stan had in The Amazing Spider-Man 2 Video Game), we got us another HYDRA attack, and we even got us a first confrontation between Ulrich and the mysterious fourth member of this storyline's version of the Code Red Team, who has now been identified as Savage Artillery. I believe it should be obvious at this point, but Savage Artillery is literally going to be the Winter Soldier to Ulrich's Captain America. If you haven't already started getting ideas on just who Savage Artillery really is, then don't worry about it too much. All will be revealed about him in time._**

 ** _Speaking of things that were to be revealed, how about that plot twist at the end, huh? Bet none of you saw that coming._**

 ** _Deadpool: I was severely disappointed. I mean, with the way everyone had been talking throughout most of the chapter, I had expected them to be dealing with some major supervillain crisis, like Doctor Doom making a big move to take over the world, or Green Goblin planning to gas all of New York city in some kind of toxin like Scarecrow had Gotham in Batman Arkham Knight, or Kang making an unexpected comeback, or the world's supply of chimichangas and Shwarma suddenly going dry!_**

 ** _AN: HOW THE HELL IS THAT LAST ONE A SUPERVILLAIN RELATED...no, no. Let it go. He doesn't bother me. He doesn't bother me...[takes a deep breath to calm nerves] Anyway, yeah, if you were disappointed in the turnout, then sorry about that, but otherwise, you have to admit, it was quite the unexpected turn, huh? Honestly, based on most of the chapter and what the preview had said, how many of you expected the big mission to be something like getting everything together for a surprise birthday party for Aelita? Pretty sneaky of me, huh? And it looks like Aelita's about to get back in the DJ-Game thanks to Ulrich, don't you just love that guy? Don't think this is the last we'll hear or see mention of Aelita and her slick DJ skills, because it will come up again later on down the line. And of course, our man Ulrich is finally cool with Peter again. Seriously, isn't he the best?_**

 ** _Speaking of Ulrich, it looks like things are really starting to heat up in regards to his relationship with White Tiger. I mean getting into a make-out session like that after such a serious battle, and right in the middle of the same warehouse that they had just been fighting HYDRA? Wow. I honestly think that if it were another situation, like if they had fallen into such a session on a desolate rooftop or something where no one could see them, we would've had to fade to black or something after showing one or both of them ripping each other's shirts off._**

 ** _Deadpool: Oo! Now that's something that oughta tickle some people's fancy. Ulrich gettin' it on with the White Tiger. Show that pretty kitty some love Samurai-Man!_**

 ** _AN: Okay, I take it back. He bothers me. He bothers me a lot, and WHY IS HE STILL HERE?! [hits control to bring in security]_**

 ** _Deadpool: [Suddenly gets attacked by Lightning Farron of Final Fantasy XIII until he's blasted out of the studio]_**

 ** _Lightning: [spins gunblade back into holster] You really seem to enjoy having me around lately._**

 ** _AN: Don't act like you don't like putting nuts like Deadpool in their place._**

 ** _Lightning: [thinks for a minute before gaining a small smirk] Okay, yeah. It's definitely a good stress reliever. Just make sure Spider-Man doesn't completely tick me off in that crossover story you plan on doing for our franchises._**

 ** _AN:...I can make no such promises. Moving on, aside from the latest chapter in the romantic adventures of Ulrich Stern and Ava Ayala, there's also the newest development on XANA's side of things, namely the unveiling of the Mecha-Tarantula. As Savage Artillery said, it is only the precursor to something much bigger further on down the line, but you'll see more on that later. For now though, you should probably get yourselves ready for the next chapter of this story, or for the next big crossover between two of my stories. Namely when the worlds of Code Avengers and Justice Marvel collide, because that is coming very soon, I can guarantee it. But if you want to know what to expect to come up in this story specifically, then don't waste time here. Move Onto the Preview!..._**

 ** _Shortly after Ms. Marvel's official welcome party is interrupted by a sudden supervillain attack, Ulrich and Tony find themselves discovering at least a piece of the mystery as to what had happened to Nick Fury and Agent Coulson's team a few months back, and what they learn, isn't very good. The question of just who they can really trust is now tearing Tony's mind apart, and bringing everyone's faith in each other into question, and at the end of the day, one can only wonder if the Avengers will ever be the same after this new revelation. Is it really possible for the team to continue standing strong when they aren't sure who to trust? And just why is it that Ulrich and Aelita are free from any mistrust? Find out the answers next time in…_** **Chapter 9: Who Do You Trust?** ** _._**

 ** _Yeah, that's gonna happen. By the way, quick question for all of you. I have a few plans for a Spider-Verse story arc to take place later on down the line in this story series, but part of me can't help but wonder if I should just make it a separate story or not. Let me know what you guys think on that in your reviews, please, because I'd really like to hear your thoughts. Other than that..._**

 ** ** _Please read and review, and I'll see ya next time, fellow true believers!_****


	9. Who Do You Trust?

_**Hawkeye: Hey fans! Clint Barton, aka Hawkeye, the number one archer to ever exists, period, here, and I gotta say, I'm really excited for this newest chapter of Code Avengers: Cosmic. I mean, if you've been keeping up with us, then you'll know that the last time you saw us Avengers around, be it here in this story, or when we made our special guest appearance over in lyokoMARVELanime's Justice League&Captain America crossover, Justice Marvel, then you know that we've been doing really great lately. So I'm betting that this chapter, we're going to be doing just as awesomely. Fight the bad guys, encounter a little drama along the way, but resolve it all by the time we hit the end, and...**_

 _ **AN: Uh, Clint. You have read the chapter, or at least the title for this chapter, right?**_

 _ **Hawkeye: What? Why? [takes a minute to look over and skim through both] Oh. Wow. Well that's...uh...how can I describe this without giving away spoilers?**_

 _ **Aelita: I don't think you can.**_

 _ **Wasp: Plus that reaction probably has already given everyone a bad feeling.**_

 _ **Deadpool: You're a bad feeling.**_

 _ **AN: What the...?! Urgh! I'm not even going to...I just...whatever. Somebody just deal with him, please?**_

 _ **Ms. Marvel: I've got him.**_

 _ **Iron Man: Hey, whoa. You blasted him out of here last time, I'm going to handle...**_

 _ **Ulrich: You**_ **always _blast him out of here. It's my turn!_**

 ** _Aelita: I can hardly remember the last time I blasted him out of here._**

 ** _AN: I don't care who blasts him out of here! Just. Blast. Him. Out of here!_**

 ** _Deadpool: [screams like a little girl when all of the Avengers turn and blast him all at once] HEY! I AM NOT SCREAMING LIKE A LITTLE...AIEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!_**

 ** _AN: Well, with that annoyance dealt with, I've kept you all waiting long enough as it is, so why are you still reading this thing? Avengers, to the chapter!_**

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **Chapter 9: Who Do You Trust?**

The day after Aelita's birthday had gone just about as Ulrich had expected it to go. The minute he informed the team about his and Ava's encounter with HYDRA, Savage Artillery, and the Mecha-Tarantula, nearly everyone had freaked out in their own ways. The most notable of reactions was the fact that Aelita had nearly gone on a rampage after hearing that the terrorist group had nearly killed her brother and his girlfriend, never mind how much closer it became when she heard about the mechanical duplicate of one of X.A.N.A.'s strongest monsters and how this Savage Artillery person seemed to know about the two of them, but thankfully, Wasp and Ulrich were able to get her to calm down before she freaked out, and likely unleashed her frustrations on Hawkeye. The only one who knew about all of this before Ulrich had called the meeting was Tony, but that was mainly because Ulrich thought that they should study the Mecha-Tarantula in order to see just how HYDRA had created it and what clues they could find from it that would help in the long run when dealing with similar machines in the future, or even if there was a slight answer as to the mystery behind Savage Artillery. Sadly, neither Tony's people or S.H.I.E.L.D.'s were able to get to the machine fast enough, because by the time they had gotten there, the spider-like machine was already gone, almost as though it had vanished into thin air, with the only indication that it had ever even been there being the collateral damage in the surrounding area. Knowing that this had happened only frustrated the team even more, mainly because it meant they now had a whole new mystery to deal with on top of the ones they already had, and considering how well Ulrich and Aelita were taking the information that they had learned, things were just made even more complicated.

Aside from that, the only really major event that could be noted for the team in addition to Aelita's birthday was when most of the Avengers had an encounter with a group of heroes from another universe, among which was actually another Captain America. The most incredible thing about it all was that said heroes were actually the Justice League, or at least some of its more well-known members. The fact that a superhero team from comic books actually existed and was teaming up with them for a brief time was a shock on its own, right along with the fact that Captain America was actually a member of the team in the League's universe, but it was the adventure that followed that really had them thrown for a loop. In a stunning twist, the Avengers actually found themselves facing off with the Justice League's version of Kang the Conqueror, who had augmented Mandarin in an attempt to destroy both teams of heroes. In return for said augmentations, Mandarin had used the powers of his rings to enhance the doppelganger of Kang's soldiers, thus making the combined forces of the two villains almost too much either one of the two superhero teams to handle. Thankfully, neither group had to handle it alone, and after one incredible team-up, the Justice League and the Avengers had stood victorious. Even so, both villains had managed to escape, but the League was sure that Kang had returned to some point in their timeline, so they assured the Avengers that they could handle it when they got back, while also promising to let the Avengers know if they could use any help with the matter. With that said, all that had been left to do was help send the League back to their own universe, and they did so on good terms with the greatest heroes of another Earth.

Even with all that excitement though, the Avengers were still able to keep a few of what others would consider the less amazing things about their lives in mind, and there was one matter in particular that they felt that they had to address very soon. That matter was finally being taken care of almost a week after the adventure with the Justice League, and they were doing so at one of the team's favorite pizza diners, all decked out in civilian attire so that they did not attract too much attention, with the only exceptions being Cap, Ulrich, and Aelita, who were wearing their civilian-style uniforms. "Okay. So I'd like to make a toast," Tony announced to his gathered teammates just as their first pizza had arrived, which saw only Hulk, T'Challa, and Hank being missing. "Well, less of a toast, more like a welcome. A welcome toast."

"Wow. You're really bad at this," Clint teased Tony, who was actually decked out in a simple black shirt and jeans as opposed to his usual purple costume.

"Well, I'm really good at 'you just got fired' speeches, Hawkeye, if you catch my drift," Tony jokingly threatened, earning a glare from the archer and a small giggle from both Janet and Aelita. The billionaire then cleared his throat, before raising his plastic cup to the other blonde of the group, and their newest teammate. "I'd like to officially welcome Ms. Marvel to the Avengers. You've been with us two weeks now, and have already saved the planet twice. So we're even considering taking you off probationary status."

"Considering it. Don't get cocky," Clint warned, catching on to the fact that Tony was joking around with that last part.

"I'm just glad there's finally another girl on the team," Janet admitted with a happy smile to Carol, who could not stop beaming the entire time since they had gotten to the diner.

"That makes two of us," Aelita nodded with a smile of her own.

"Hear, hear," Clint and Tony both said, while the last two members of the group raised their cups in toast to the newest Avenger as well in silence.

"Thanks, guys. Really, this means a lot to me," Carol told the others. Her expression became a little more serious as she reached for a slice of pizza as she then asked, "But, um, do you have someone at the Mansion? You know, in case of random evil?"

"You mean aside from Hank," Ulrich rhetorically asked with a smile as he and the others grabbed a slice as well. "The guy almost never leaves that computer he uses to monitor us while on missions, unless it's for one of his experiments or some other science-related reason."

"Or a certain wasp," Aelita pointed out with a slightly sly look in Janet's direction, drawing a blush from the size-changer when she did.

Steve had to laugh along with his young friend as well, earning him a slightly apprehensive look from Ulrich and Aelita. After dodging him for so long, Ulrich had finally managed to have that talk he had promised the super soldier they would have about his actions during the Kree invasion, but even though Steve had appeared to readily agree with whatever thrashing Ulrich dealt out with him, there was still something about the super soldier that felt off to the two Lyoko Warriors. That was not important right now though, so they set it aside so that they could focus on the here and now, which included hearing Cap's answer to Carol's question.

"Even with Doctor Pym watching out for things, we have regular monitor duty assignments so that he can take a break every now and then as needed. Hulk is on tonight," Steve explained. When Carol glanced at him with a worried expression, Steve had to smirk a little as he added, "And the Black Panther is on Hulk duty."

"Not that it should be too hard for him to handle. After all, I know a certain someone that's likely to keep Hulk busy for a while," Ulrich stated with a slight chuckle, earning an equally amused smile from Aelita, as if they were thinking of some sort of inside joke. Still, most of the team had a pretty good idea what the two were thinking of.

* * *

When Hulk had joined the Avengers, the one thing he had never anticipated was the long, boring hours of monitor duty, which he was currently having to endure while the rest of the team went out for pizza with the new girl. He did not mind it too much, but considering he was having to put up with T'Challa just sitting around meditating in silence, and Hank busily typing away at the mansion's main computer in the Assembly Hall as he monitored the networks for any sign of trouble in nearly equal silence, save for the sounds of his fingers tapping on the keyboards, there was only so much he could really take. Eventually, instead of watching the monitors with Hank, Hulk eventually found himself glaring down at the Wakandan king, as if silently challenging him, only to receive no response at all from T'Challa. That did not stop him from continuing with his task, because not only was he getting really hungry, but he was also really bored, and he did not like it when he was either one of those things. It was times like this that Hulk missed having Thor around all the time. At least then he would have something to do by sparring with the Asgardian.

Eventually, Hulk could not take the silence any longer, and narrowed his gaze at T'Challa before he growled, "You talk too much."

T'Challa could not help it. After he heard Hulk say that, he had to look up from his meditative stance and level a disbelieving gaze at the Hulk, clearly yet silently asking if the gamma giant had really just said that to him, of all people. It did not show of course, since he was wearing his mask as usual, but the fact that Hank had ceased his typing to give Hulk a similar look after he heard that, there was not really much of a need for it too. A second later, the silence was broken once again when the door swished open and admitted a certain, small dog into the room, who was barking happily as he raced over to Hulk, slightly surprising T'Challa, and irritating Hulk and Hank.

"Not again," Hank muttered as he got up out of his seat. "Kiwi, how many times have we told you not to come in here? Now go on, get out of here. Go back to Ulrich's room, Kiwi. Go!"

Kiwi did not pay Hank any mind, but instead just kept barking up at Hulk while said gamma giant glared down at him with a growl. "I believe that Kiwi wants your attention for some reason, Hulk," T'Challa commented, ruefully, showing just how close he had come to his teammates by joking around with them like this.

"Well I don't want his," Hulk grunted, and he then leaned down closer to the dog, intent on roaring at the little guy in an attempt to scare Kiwi away with a roar. He never even got to gather up some air to bellow at him, as Kiwi suddenly reached up and gave Hulk a big lick on the face, making Hulk jump back up as he attempted to wipe the dog slobber from his person. "That's it! Come here ya little mutt!"

A second later, Kiwi was happily running out of the Assembly Hall with Hulk hot on his heels, while Hank and T'Challa just looked on in mild amusement. It always seemed funny how Kiwi would get Hulk to chase after him when he wanted to play with the strongest hero there is, but at the same time, it also struck them as odd that this seemed to be the dog's favorite game to play with Hulk. They eventually just shrugged it off as no big deal, thinking that it probably had something to do with things that had taken place in Ulrich and Aelita's world before they had arrived here, and T'Challa was soon on his feet and going after the two as well, hoping that he could prevent Hulk from smashing the Lyoko Warriors' pet before the dog drove Hulk up a wall anymore than he already had.

* * *

Around the same time all the heroes' fun events were taking place, a certain individual was going for a light jog in Central Park. This person's face could not be clearly seen, mostly due to the dark purple hat she wore casting a shadow over her face, but it was easy to tell by her figure and shoulder length hair that she was a woman, and her dark purple running outfit did little to hide that. Aside from that, the only other things about her attire one could really see was the fact that she wore a pair of yellow gloves and shoes, with the former seeming to have a bit of metal connecting to the backs of the hands. Eventually, the runner came to a stop beneath a bridge to catch her breath and tie her shoe, but she soon paused in the action when she heard a very distinct growl coming from behind her. Standing up, she turned around to come face to face with a massive animal-like man who possessed a golden lion mane, large orange wings, and a long reptilian tail. At this point, one would probably have expected the woman to freak out and make a run for it, but instead, the runner just stared up at the chimeric man with an even glare, showing no signs of fear at all.

"I've been looking for you Mister Horton," the woman stated, identifying this figure as the Breakout escapee known as Griffin, and confusing said supervillain a little when she said that. "You probably can't even understand me, but I need your help. I need you to do something for me, but the only way you're going to do it is if I give you the worst earache you've ever had in your life. Sorry."

A minute later, the woman had clenched her fists, and the area around the two seemed to suddenly shake under the force of a sudden, freak earthquake, which was soon followed by a high-pitched humming that sent Griffin into a mad frenzy as he attempted to block it out. Thinking to silence the noise by attacking what was obviously its source, Griffin lunged at the woman with his claws forward, but the woman swiftly evaded his attack and then countered it by slapping an open-palm strike to the side of his head, near where his ear was, and enhanced her attack with a powerful shockwave that left Griffin roaring in pain as he covered his ears and took off to get away from her. Unfortunately, he went flying off in the wrong direction, but that was soon corrected when a sudden blast of electricity suddenly shot across his path, forcing him to turn around and head where the woman had wanted him to go. When the supervillain had flown out of sight, the runner removed her hat to reveal a certain, blue-eyed, brunette S.H.I.E.L.D. agent, who was now glaring at the source of the lightning blast.

"I had that under control," Skye snapped at her current partner.

Said partner stepped out of the shadows to reveal himself as a blonde haired man in a red shirt, brown jacket, blue jeans, and dark brown shoes, and once he was next to Skye, he simply humored her and said, "I'm sure you did, Daisy, but you know we can't afford to take any risks right now."

Skye, or rather Daisy as she now preferred when not using her codename, just rolled her eyes in good humor as she tapped her earpiece and reported in. "This is Quake. Phase One is go."

 _"Acknowledged Quake. You and Agent Campbell can return to The Bunker whenever you're ready,"_ Quake's superior replied.

"Roger that. We'll see you when we get back, AC. Johnson out," Daisy replied, and she then stepped back into the shadows with Campbell following after her, right until they both seemed to disappear into thin air, making things seem even more ominous to anyone who saw them.

* * *

Unaware of what was going on outside the diner, the Avengers who were gathered together for Ms. Marvel's welcome party were all heartily enjoying themselves, be it with some exchanged laughs and playful jibes, to old stories about Ulrich and Aelita's adventures on Lyoko or Cap's time in World War II, and most recently, some of the more exciting aspects of Carol's history, which only came up after Aelita had asked about it. "So I joined the Air Force out of high school. They paid for college, but I re-enlisted anyway so I could fly jets. I _loved_ flying jets," Carol revealed with an extra emphasis on how she felt about flying planes.

"I can kinda relate to that," Aelita nodded in agreement, thinking about all the times she flew the Quinjet or the Skid, despite the circumstances under which she normally did both.

"What was your squadron name," Steve asked, fully intrigued from the moment Carol had gotten onto this subject.

"The hundred and second, the best of the best. Major Carol Danvers, call sign Warbird," Carol stated with pride and a two-fingered salute.

"Warbird huh? I'm surprised you didn't use that as your codename as opposed to Ms. Marvel," Ulrich commented.

"Well, Ms Marvel sounded much better to me at the time," Carol shrugged. "They pulled me into Special Investigations not long after. They knew I was a big believer in law and order. Without rules, we've got nothing."

"Wait, you said your rank was major right," Clint asked. He then threw a smirk at Steve and pointed out, "That means she outranks you, old man."

Ulrich, Janet, and Aelita were all trying their best to contain their laughter at the look on Steve's face after he heard that, though they still let out small snickers all the same, but Carol on the other hand was quick to come to the aid of her fellow soldier as she threw Clint a pointed look and reminded him, "And as a S.W.O.R.D. field commander, I outrank _you_ back when you did ops for S.H.I.E.L.D."

That got the snickering trio to move up to giggling, and soon it was full blown laughter when Clint attempted to shoot Carol in playful revenge with a little tooth pick using a bow he had made from straws and straw wrappers. The reason it was funny was because his attempt had failed due to Carol disintegrating his quick made bow and arrow before he could even fire with a simple energy blast from her finger. "I like you already, Major," Steve smirked to Carol, clearly just as amused as the other three.

All the laughs came to an end when the group heard the crowd outside start screaming in fear, and they immediately turned just in time to see Griffin flying down the street and past the restaurant. "Check, please," Tony requested.

Steve was instantly out of his seat with Aelita right behind him, while Janet shrank down so that she could shed her civilian attire for her Wasp outfit. "Come on, Ms. Marvel, party's over. Time for the after-party," the size-changer stated as she flew up and after the other two.

"You are _way_ too excited about a giant monster flying down the street," Carol told Wasp as she donned her mask and slid out as well along with Clint.

"You guys go ahead. I'll catch up once I've got my armor," Tony told the others while pulling out his checkbook.

"I'll stick around for a bit too. Gotta get Hulk his dinner before he goes crazy from hunger," Ulrich stated.

"Yep and nothing's faster than a Sprint Samurai delivery," Tony chuckled. "Oh, and guys, make sure the newbie does all the hard work."

Clint and Ulrich could only smirk at the jokes before the former headed off to change into his suit, and before she followed after the others, Carol threw one last look to the leader of the Avengers and said, "Tony, thanks."

Tony just smiled back at the blonde and said, "Go get 'em, Carol." His smile grew a little more at seeing Ms. Marvel beaming back with pride before she raced after their teammates, and it stayed that way even after the waitress arrived with the group's check. "We're gonna need about ten pizzas to go. The Hulk will tear us apart if we come home without food."

Ulrich was just about to nod in knowing agreement with the billionaire when the waitress suddenly said in a soft, smooth voice, "Neither of you are going home."

Tony had barely even glanced up long enough to catch sight of the waitress aiming a familiar golden gauntlet at him before she had shot him in the neck with a knockout dart. Ulrich on the other hand was much faster to react, thanks in part to his Super Sprint, and was immediately leveling the redheaded woman with a small glare as he prepared to summon his sabers. Unfortunately, since his focus was solely directed at the waitress, he failed to notice that there was someone behind him until after they had shot him as well, and he ended up collapsing to the floor a second later. Ulrich managed to stay conscious for a few moments though, but it was long enough to see the waitress let her hair out of its bun, confirming who he thought the redhead was, along with a Chinese woman with short, brunette hair that he also recognized quite well from another encounter he had with a certain team of S.H.I.E.L.D. agents.

"Sorry about this, kid, but this is important," Agent Melinda May informed Ulrich just before he passed out. She then stood up straight and nodded to her current partner in a silent signal.

The redhead returned the nod with one of her own, and then tapped her earpiece so she could report in. "This is Widow. We've got them."

* * *

Tony was not sure how long he had been out, nor was he entirely sure what he had been hit with, but at the moment, all he knew was that a certain, male Lyoko Avenger was currently trying to rouse him. "Tony…Tony! Wake up," Ulrich's voice called out.

"Alright, I'm up. I'm up," Tony groaned, fully intending to snap at Ulrich for waking him up until he remembered how he had been knocked out to begin with. When he turned to question the samurai though, he found another individual standing behind Ulrich, and this time, she was decked out in her usual skin-tight black suit, studded belt, and both gauntlets. "Wha…Widow? What's going on? Where are we?"

"You're both in a safe place. You've been out for about twenty minutes, while your young friend was out for about fifteen. I was honestly expecting him to be out longer than you," Widow revealed as she stepped back, leading the two's gaze to the other individuals in the room. Among which, they both picked out the members of Coulson's team, including Campbell, and a woman with long blonde hair clad in a blue suit with billowing sleeves, no pants allowing her shapely legs to be shown off, black boots, and a black/blue mask, who they recognized as Hawkeye's old friend, S.H.I.E.L.D. Special Agent Bobbi Morse, alias Mockingbird. Of course, it was the last individual in the room that got both of their attention.

"Fury," Tony exclaimed as he jumped to his feet, only to find out that standing up so quickly was not the best idea at the moment. Thankfully Ulrich was able to catch Tony before he fell to the floor and helped stabilize the billionaire on his feet before they both turned to the former director of S.H.I.E.L.D. Nick Fury had not really changed much since they had last seen him, aside from the fact that he now wore a long, brown trench coat and had shaved his head completely while allowing a small goatee to grow out on his face.

"Like the new look, Fury, but would you mind explaining what the hell's going on here, along with a few other dozen things," Ulrich asked.

"Anything specific you want us to answer, Ulrich," Phil Coulson asked as he made his presence known after stepping out of a dark corner. Seeing that both Ulrich and Tony were even more startled by his appearance, Coulson's face became a little sheepish as he said, "Sorry. That corner was really dark and I couldn't help myself. Think there's a bulb out."

Ulrich had to smirk a little at Coulson's statement, glad to see that Phil had not changed since they last met, but quickly got serious again when he launched into the questions. "Oh, I don't know. How about where have you all been all this time? What's Black Widow and Mockingbird doing here?" He paused for a minute to glance at Campbell before continuing, "Who's the new guy?"

"And most importantly, where _is_ here," Tony finally asked, cutting across Ulrich.

"My personal safe house. One of the ones that S.H.I.E.L.D. doesn't know about," Fury stated. He then turned to Ulrich as he nodded at Coulson and Daisy while saying, "I'm sure those two will be happy to fill you in on their newest teammate."

Daisy was quick to approach Ulrich with Campbell as she stated, "Ulrich, this is Lincoln Campbell, the newest member of our team of Secret Warriors. He got his powers the same way I did, except his thing is electricity instead of earthquakes."

"It's an honor to meet you, despite the circumstances," Lincoln said as he shook hands with Ulrich. "Daisy's told me a lot about you, at least when it comes to the last time you guys had seen one another."

Ulrich could not help himself. He had to let out a snort when he heard what Lincoln referred to the superhuman S.H.I.E.L.D. agent as. "You're going by Daisy now," Ulrich asked.

"Hey, it's my real name, and part of really getting a handle on my powers involved accepting who I was, so I figured, why not," Daisy shrugged. "But in the field, it's Quake."

"Hmm. Appropriate," Ulrich hummed in response. He then turned back to Lincoln and asked, "So what about you? What's your codename?"

"I…actually don't have one yet. We're still working on it," Lincoln admitted.

"Have you considered Static," Ulrich joked.

"We did, actually, but that one's obviously taken by DC Comics," Ward revealed, earning him a slight scowl from Lincoln afterwards, showing the blonde was embarrassed by that information.

"Moving on from the small talk, I believe you wanted to know what's going on," Fury interrupted. He then stepped aside and gestured to a nearby, closed door and said, "The simple answer is…We're going to show you."

Both Tony and Ulrich gained serious expressions at that, and cautiously stepped forward and into the next room as Fury opened the door for them, but when they got inside, those expressions turned to utter shock and slight horror. There before them, lying on a table, and hooked up to a few monitors that were being examined by Simmons and Fitz, was a woman with dark hair, light green skin, pointed ears, and a large chin with several bumps on it, but the most shocking part of it all was that aside from the obviously out of place features was the fact that said woman looked a great deal like Madame Viper. The outfit she was wearing was even an exact match to the one she had been wearing when Hawkeye, Captain America, Black Panther, and Mockingbird helped to capture her. Seeing the expressions of the two Avengers did not surprise any of the Secret Warriors at all, because they had all had similar reactions when they found out about this as well.

"This is a Skrull," Fury announced after allowing Ulrich and Tony to digest what they were seeing. "A shapeshifting alien that can take the appearance of anyone. They're invading Earth. It's already started."

The minute they heard the word Skrull, both Ulrich and Tony were reminded of when Captain Marvel had mentioned said alien race during their first encounter with him, and from that knowledge, they were also reminded that the Kree scientist had stated that the Skrull were an alien super power. Even so, hearing this new information about said alien race was a little too much for Tony to take. "Stop! Just…just back up," Tony demanded. "Start at the beginning. Where did this thing come from?"

"Uh, Space," Quake quipped.

"Cute, Daisy," Ulrich snipped in reply.

"I know she is," Lincoln muttered under his breath, earning him a side, sly smile from said woman.

"It was actually because of you Avengers that we found out about the Skrull in the first place," Fury revealed. "Hawkeye decided to go after the Black Widow against orders. He tracked her to HYDRA Island."

"Along with Captain America, Black Panther, and Mockingbird over here," Ulrich filled in, remembering the mission that Fury was talking about. It was hard to forget considering how mad Tony had been with them after he found out that they had. Out of the corner of his eye, he could have sworn that he saw Morse smirk a little with a faint blush while Romanoff shot the blonde a pointed look that he was sure had looked like jealousy, but he put it aside for the moment.

"He didn't know she was working undercover for me at the time, but while the Avengers were messing up months of work, Mockingbird took down Madame Viper," Fury continued like he had not been interrupted.

Bobbi took this opportunity to step into the conversation and pick it up from there. "When Viper hit the ground, I was going to go back to help your team, but then I saw it."

"Saw what," Ulrich hesitantly asked.

"Viper changed, right in front of me. She changed into this," the blonde replied.

"And then Mockingbird did the single most sensible thing that any agent of S.H.I.E.L.D. has ever done. She kept it quiet and brought it to me," Fury finished.

"Does anyone else feel like it's a little sad that _that's_ considered the 'most sensible thing any agent of S.H.I.E.L.D. has ever done,' because if that is the case, it doesn't really make the organization as a whole look all that great," Ulrich quipped. His comment earned him a lot of stern looks from most of the people in the room, leading him to say, "Right. Forgot who most of the people in the room were."

Coulson gave Ulrich a sympathetic smile at this before he clued in his part of the story. "After figuring out a way to tell who was a Skrull and who wasn't, or at least as best of one as we could find, Fury came to my team and I, tested us, and then let us in on the secret. We all went underground afterwards, knowing that S.H.I.E.L.D. had likely been compromised if HYDRA had been as well, and have been working as Director Fury's Secret Warriors ever since."

"Coulson, I've told you that you really shouldn't be calling me director at the moment," Fury lightly scolded, indicating that they had this conversation before and it usually ended the same way.

"And like I've told you before, you're always going to be the guy in charge to me and any other sensible agent, Boss," Coulson smoothly replied.

Tony just shook his head at the little quip-pro-quo that had taken place just now, and pulled everyone back on track as he asked his next question. "So, if one of these things got inside HYDRA…"

Fury minutely nodded in response as he stated, "Like Coulson said, at that point, I realized that anyone, anywhere could be a Skrull."

Tony was still not quite willing to accept all of this yet. "It doesn't make sense," the billionaire hero protested, rubbing the bridge of his nose as he did. "How do you know this? How do you even know this is a Skrull?"

"You mean aside from the fact that it's clearly not a Kree," Ulrich questioned. "But then again, it could also be a Martian."

"And you said I was being cute," Daisy muttered.

"Pulled this off it. Some kind of comm. device," Fury replied as he reached into an inside pocket of his jacket and produced said device, which he soon tossed over to Tony so he could have a better look. "It's fried, but we've been able to get some data from it. A bunch of hissing, actually, but the word 'Skrull' shows up a lot. We've been able to determine that Viper received communications from two locations. One of them was the S.H.I.E.L.D. Helicarrier, and the other…"

"We've got to get back to our team," Tony hurriedly interrupted, leading Ulrich in a charge out the door so that they could do just that. Before they were even within arm's reach of the door though, Coulson finished what Fury was saying, and they both felt their blood run cold the minute he did.

"Tony, Ulrich. The other communication came from your Mansion. The Avengers have been infiltrated," Fury's best agent somberly revealed.

Ulrich could hardly believe it. Someone in the Avengers, his family, was actually a Skrull in disguise?! If anyone else had told him this, he would have been arguing it right away, with or without the evidence that was just presented to them, but this was Nick Fury and Phil Coulson telling them, and there was a Skrull dressed as Madame Viper right there just across the room from him. That alone made it a much more difficult pill to swallow, but then he started to think about a few things regarding said family, and he found himself narrowing his eyes in silent suspicion as only one name came to mind as to who was most likely the Skrull spy. He did not want to say anything though, both because he did not want to get Tony anymore upset than he clearly was already, and because he wanted to see what the Secret Warriors were suspecting.

"Baron Strucker was going to execute us both," Mockingbird stated, referring to the mission she had gone on with Clint, Steve, and T'Challa once again. "But Madame Viper stopped him. She suggested to Strucker they keep Hawkeye alive. We were taken to the dungeons, where they separated us."

"Why," Tony demanded, with his tone dropping to a dangerous level.

"She said he might be useful," Mockingbird replied as simply as you please. That alone showed she had been an agent of S.H.I.E.L.D. for quite a long time if she was not backing down due to a silent threat from Iron Man.

"Or she wanted to replace him with a Skrull agent," Fury clued in.

"This is insane," Tony continued to argue. "You're saying Hawkeye is one these…these things? We know Hawkeye."

"I saw Viper every week over the course of a year. The Skrull had her appearance, her voice, yes, but it also had her memories. She was a perfect copy in every way," Black Widow easily countered.

"Maybe not," Ulrich protested. "There's no such thing as a truly perfect copy. If she really was a Skrull agent that entire time, she would've at least acted a little differently, but it would have been hard for you to tell, even if you had seen her for that long."

"That kinda makes it hard for you to say Hawkeye isn't one of the Skrull too, seeing as you and the other Avengers have only known him for about the same amount of time now," May pointed out to Ulrich.

"Well the difference is that we live with Hawkeye, and work side-by-side with him on a daily basis. Widow just worked with Viper, and no offence to her skills or anything, but just working along with someone isn't really much to go on when comparing the real thing with a fake," Ulrich pointed out.

"It doesn't change a thing," Fury argued, slightly grasping Tony's arm, just in case Stark tried to attack any of them in Clint's defense. "Hawkeye's a suspect, you two. That's what we're saying."

"And how do we know you're not a Skrull," Tony demanded after shrugging Fury's hand off.

Surprisingly, Fury actually smirked at that remark and said, "Now you're getting it."

Tony opened his mouth to retort, but immediately shut it once he caught on to what Fury was implying. A second later, he started backing away from everyone in the room, and was about to turn and rush out the door when Ulrich made him pause with one last question. "Why tell us both about this," the samurai inquired. "I get telling just one of us, most likely Tony, but why tell me as well if you're so suspicious of the world at large?"

"The simple reason, Ulrich is because you are one of the only two people in any organization, maybe even the world that _can't_ be a Skrull," Fury replied. When Ulrich just shot him a confused look, Fury went on to add, "One of the communications we were able to decipher from that device spoke of two young heroes that the Skrull could not replace for some reason. Admittedly, that's not a lot to go on, but thankfully, Fitz-Simmons helped us narrow it down to the only two people it could be. We probably never would have found out on our own anytime soon, but sometimes, a small lab accident can reveal the most startling of things."

That earned him more looks of confusion from both Tony and Ulrich, and while the billionaire of the two slowly started to move a little closer to his young friend, Fitz launched into a small explanation for Fury's statement. "Jemma and I were studying this Skrull in an attempt to determine a way to root out the imposters, or at least develop a scanner that would better point us in the right direction when we discovered this," Fitz started. "The same day it happened, we were actually experimenting with a sample of the energy that you and your sister give off when using your powers or your suits…"

"How the hell did you get a sample of that," Ulrich demanded, his tone becoming a kind of dangerous that Tony recognized from every time that the team had found research notes on methods for hurting the Lyoko Avengers.

"It was purely accidental, I assure you, but regardless of that, it did present us with a wondrous opportunity to see what other applications the energy could be applied to," Simmons instantly informed him, coming to hers and Fitz's defense.

"And I'm sure the fact that it would allow you to develop weapons against me and Aelita never once crossed your minds," Ulrich sarcastically filled in.

Jemma had flinched back a little at the bite in Ulrich's voice, but Fitz was quick to press on before Ulrich's temper ran any hotter. "Regardless of what uses the experiments were meant for, none of which included weapons development, I assure you, what had happened when that energy was exposed to our pointy-eared friend here is far more important."

It was at this point that Fitz indicated a cloth over one of the Skrull's arms that Ulrich and Tony had not taken notice of until now, and upon pulling it back, the two could only gasp at what looked like a small burn mark on the lower area of said arm, given the skin discoloration and slight scabs around the discolored area. Looking at this, Ulrich could not help but move a little closer and reach out towards this area of the Skrull's arm, as if he thought that touching it would help him understand what it was that had happened to said appendage. When he did though, Fitz-Simmons instantly started shouting for him to wait, but the warning came too late. The second Ulrich's hand had just brushed against the Skrull's skin, the burn mark seemed to explode outward until it had extended from the Skrull's wrist to his elbow, startling him almost as much as Fitz-Simmons' sudden shouts of warning had.

"That's what helped us realize that you and Aelita are the only ones who can't be Skrulls," Fury answered. "A simple approximation of the energy that you two give off thanks to your powers and suits was able to cause that small burn to the arm, and we long suspected that the real thing would cause something a little more serious. I'd say this pretty much confirms that. The Skrulls can't replace you or your sister with one of their agents because they can't duplicate the energy giving you your abilities without harming themselves, and more than that, you two are also able to inflict injury to them if you come into direct contact with them, much like the X-Man, Rogue would if she were to touch someone with her bare hands."

"In other words, you and pinkie aren't just Skrull proof; you're living poison to them," Ward revealed.

"Well then there's our way of finding out whether or not Hawkeye really is a Skrull. We just have Ulrich go over to him and shake hands or something," Tony sighed in relief.

"You might want to hold off on that plan, Mister Stark," Coulson cautioned. "Just because Ulrich and Aelita could do this to a Skrull in their natural state, doesn't mean that they can do it to one when they're in disguise, and we can't test to see if that is the case since we have no idea for certain just who is a Skrull; only suspects."

Tony deflated quite a bit after hearing this, knowing that Coulson had a point, and a simple glance to the man's science tag team confirmed this suspicion to be well-based. At this point, he was starting to think that maybe there was a chance that Hawkeye was a Skrull in disguise, but someone quickly voiced an argument of their own a second later. "Hawkeye's not a Skrull," Ulrich declared, his voice brimming with confidence.

"He's the most likely suspect, kid," Mockingbird told the young speedster. "I hate having to say that myself, but…"

"No. I'm telling you it's not Hawkeye," Ulrich repeated, and from the look in his eyes, everyone could tell that nothing anyone said could convince him otherwise. Tony figured it was because Ulrich did not like thinking anyone in his new family could possibly be an alien spy, and that feeling was shared by just about everyone in the room, except for Fury and Coulson.

"You have a suspect of your own in mind, don't you," Coulson asked.

Ulrich said nothing in reply, not wanting to divulge that information if Fury's early statement to Tony was accurate and instead just glanced at Stark, silently telling him that they were done here, and turned to leave. Tony shot a perplexed gaze after his friend, but ultimately shrugged it off, figuring that he would find out something for sure later on, and followed Ulrich out as well, feeling the slightly suspicious gazes of the Secret Warriors on him the entire time he was leaving the room, and a headache forming in his head due to the secrets that he just learned.

* * *

Despite the fact that Ulrich and Tony had never joined them, the Avengers that had taken off to pursue Griffin were able to subdue the chimeric criminal with little trouble, at least in the opinions of Wasp, Hawkeye, Angel Guardian, and Captain America. If you were to ask Ms. Marvel though, she would say that it was a bit of a workout, but that was mostly because the other four had done as Tony said and left her to do all the hard work. Sure, Cap had redirected Griffin to a safer area, while Wasp, Hawkeye, and Angel Guardian had managed to throw him off balance a little, but in the end, it was Carol who had ended up wrestling Griffin to the ground after the supervillain had tackled her out of the air and into the ground of Central Park beneath them. The other four probably could have helped her to make things easier, but at the same time, they also wanted to give Carol a bit of a hard time dealing with it just because. Sure, Aelita had eventually stepped in when she thought Carol had enough of getting tossed around, but she still had to admit, watching Carol get knocked around that easily when she was obviously so overconfident about how the fight would go was a bit entertaining.

"Oh man, you guys, you're so lucky," Carol chuckled, having finally joined the others in their laughter at her expense. Of course by this point, it was mostly directed at Griffin and how he had ended up by the time the fight had ended.

"The look on the Griffin's face when he bit down on your leg," Wasp smirked as they moved through the lounge.

"Hopefully his teeth will grow back. No one's going to take him seriously like that," Clint joked in agreement.

"I don't know. I mean, he's still got the large wings, and his claws might still be…slightly sharp, so maybe…" Aelita tried to argue, but in the end, she just could not do it, and ended up giggling at the memory of how the guy had turned out at the end. "Nope, you're right, Clint. No one's ever going to take him seriously like that."

"I felt bad," Carol protested, but since she did it with a smile, they all knew she was not being serious. "He got those big puppy dog eyes like I yelled at him or something."

"Well, next time the Hulk gets out of line, we're sending you in. I think you can take him," Janet informed her friend.

"Assuming that Aelita doesn't get to him first and hits him with her own sad puppy look," Captain America pointed out in good humor, earning another round of laughs from all of them, the pinkette included, since she knew why that part was included in the joke.

"What's so funny," a very gruff, grumpy sounding voice cut in, silencing all laughter and causing all five of them to freeze up a little in fear, as they glanced across the foyer to see the jade giant himself leaning against the column.

"Nothing," was the group's simultaneous reply, leading Hank to smirk from where he was as he entered the room as well, knowing full well what that likely meant.

"I don't see any food," Hulk then remarked with a narrowing gaze, and that statement made the scientist take a step back, just to be cautious, in case Hulk did not receive an answer he liked.

"The Griffin attacked, Hulk. We had to leave dinner early. Sorry, pal," Captain America swiftly answered.

"Humph. Lucky for you," Hulk huffed in reply, earning silent sighs of relief from the others that went unnoticed by anyone else for the most part while Hulk indicated Hank and T'Challa. "I was stuck here with the geek and him. I'd rather be fighting."

That was when Aelita suddenly realized something, and she quickly pointed it out. "Wait a minute. Are you saying that Ulrich never stopped by here? He was going to rush some food over for you guys before joining us in fighting the Griffin along with Tony."

"Uh…No, sorry Aelita, but we haven't seen Ulrich since he headed out with you and the others," Hank stated, honestly confused by that as well, and it was clear that Hulk was just as surprised by this too, since his own expression was soon starting to match the former Ant-Man's a little after hearing what the pinkette had said.

Everyone was about to start going a little further into the mystery when T'Challa suddenly turned towards the main entrance, tensing up a little as he did, putting everyone on edge in an instant. When nothing happened right away, Hawkeye relaxed a little bit and finally asked, "What're you looking at?"

"Iron Man," T'Challa revealed. "He is standing in the corner, cloaked."

That surprised everyone, and they were all instantly shooting worried looks at the corner that Black Panther had indicated, wondering why their team's leader would be just standing there, invisible to all. Their thoughts on the matter went to various different ideas, ranging from the idea that T'Challa had mistaken someone else who had a similar armor to Tony's as their leader, to the possibility that one of the Iron Man suits had been hacked again like they had been during the Ultron Incident, until finally, the armored Avenger shimmered into existence, fully suited up in his current armor, and even from their current distance, everyone could tell that even with his face plate down, he was glaring at nearly everyone in the room.

"Uh Tony? You in there? What's going on," Janet finally asked, being the only brave enough or the first to come out of shock to ask the question.

"Oh he's in there all right, and just for the record, I told him from the start that this was a bad idea," Ulrich voice suddenly announced, and the group immediately spun around to the back of the room as he walked in, geared up in full Sprint Samurai attire with a saber already out and at the ready, instantly telling everyone there was something very wrong.

"What are you talking about? What is this all about," Aelita asked.

"Sprint Samurai and I just got back from a meeting with Nick Fury and Phil Coulson, and I've got a quick question I need to ask everyone other than Ulrich and Aelita," Iron Man announced as he stepped out of the shadows of the doorway and into the light. "Is anyone here a shapeshifting alien?"

"What," Janet and Aelita both exclaimed in disbelief.

"You saw Nick Fury and Coulson," Carol gasped, finding that a little more surprising than Tony's question.

Tony just ignored the blonde's question, along with Ulrich's obvious eye-roll that had resulted from his direct approach on the matter, and went right to the explanation for his questioning. "Remember when the Kree showed up? Captain Marvel told us how they were at war with an alien race called the Skrulls. Well, the Skrulls are here, and they can look like almost anyone, save for Ulrich and Aelita, and Fury thinks that one of the rest of you has been replaced by one."

Everyone was silent for a moment, until Janet finally burst out laughing, earning her looks from the rest of her teammates. "Wait. You're being serious," Janet realized. "You've got to be kidding. That's just not possible. We're…We're us. We know each other; no one here is some alien imposter."

"And even if we were, why is that Ulrich and I are the only ones who aren't suspects," Aelita demanded, her eyes narrowing dangerously at the accusation that Tony was throwing at her family.

"Because the energy our powers and suits give off, which is also coursing through us both, is like poison to the Skrulls, and prevents them from replacing either one of us. I've seen it effect the Skrull that Fury managed to capture. He's definitely right on that," Ulrich revealed.

That sent the room into silence once again as they all glanced between Iron Man and Sprint Samurai, waiting for them to say something else, until Hawkeye realized why they were not saying anything. "You're holding back," Clint accused. "Fury wouldn't have come to you guys with this if he didn't have someone pegged, even if Ulrich and Aelita can hurt the Skrulls."

"You're right," Tony confirmed, but his next statement was one that Clint had not expected at all. "It was you. He said you were the Skrull, Clint."

Clint did not know what to think after hearing that, and when he did not hear anyone say anything in protest of this, he was quick to start looking around at the others to see why they were not saying anything. For the most part, he saw nothing but even, slightly suspicious gazes, save for the concerned look on Wasp and Aelita's faces, and the neutral one on Ulrich's, and he instantly knew what they were thinking. "Whoa. Whoa, whoa, Wasp is right. Th-this is crazy! I've saved this team more times than I can count. I've helped save the world! I'm not some alien," Clint insisted, his eyes narrowing in anger at many of his teammates before they finally settled on Iron Man.

If the archer had expected anyone to speak up and agree with him on this, they either never did or just did not get the chance, because Carol beat them to the punch with something else. "Hawkeye…Clint, I need you to come with me," Carol informed Barton, and no one missed how her voice sounded like that of an officer that was trying to peacefully arrest someone.

"What're you talking about," Clint softly demanded, while Ulrich started to tense up as though he was getting ready to dash in at a moment's notice.

"I may be an Avenger now, but I'm also an agent of S.W.O.R.D. This is what we do," Carol explained as she slowly approached him. "If Nick Fury thinks you're one of these Skrulls, I need to bring you in for interrogation. Those are the rules."

Carol then reached to gently grab Hawkeye's arm, but Clint instantly shrugged it off and snapped, "Don't touch me!"

The two then glared at each other for a minute before Carol made the next move by dropping into a ready stance and powering up her fists with energy. "Don't make me do this the hard way, Hawkeye," Carol pleaded. "Look, there are rules, and without them…"

Carol never got to finish her sentence, as she was quickly interrupted when she found an arrow aimed directly at her face. "You can stuff your rules, _Major_. I'm not going anywhere with you," Clint snapped.

It really looked like the two were going to start fighting each other at any second, but before they could make another move Janet immediately shrank down and flew between them in an attempt to get them to calm down. "Carol, stop this," Janet ordered. "Hawkeye's one of us."

This time it was the sound of a repulsor powering up that cut someone off, and Clint glanced out of the corner of his eye to see that Iron Man was directing one of his repulsors directly at him. "So much for 'Avengers, assemble,'" Clint muttered.

That was when Ulrich finally made his move, and he was soon standing between Tony, Clint, and Carol with both sabers out, one pointed at the armored leader, and one waving between the half-Kree woman and the archer. "Now that's enough," Ulrich half shouted. "Tony, power the repulsor down; Clint, lower the bow; and Carol…um, just stand down." His main reason for pausing at that last one was mostly because he was not entirely sure how else to tell Carol to back off without actually saying the words.

"All of you stop this," Janet snapped at all four, right after she had shot Hank a quick glance, telling him to get somewhere safe just in case. Once her lover was at least out of the room, she returned her attention to the four who were aiming weapons or powers at each other and continued, "We're the Avengers! We're supposed to be better than this. If we can't trust each other, then we've got nothing."

"Jan's right. We're a family, and if we start something like this, we'll be destroying that," Aelita agreed, her eyes begging for everyone to stop.

Not able to resist that look of Aelita's, yet still not willing to drop his guard in case one of the others who were aiming at him and accusing him of being a traitor jumped him, Clint looked to the one person in the room he felt like he was closest friends with. "T'Challa…It's me, T'Challa. You have to believe me. You know me," Clint begged his friend.

Black Panther was silent for a moment, but when he did speak, it was not what Clint was hoping for. "Iron Man is correct," T'Challa stated, sadly, earning him glares from Hulk and Ulrich, along with disbelieving and hurt looks from Clint and Aelita. "While Sprint Samurai and Angel Guardian cannot be replaced for the reasons that Ulrich had just explained, any of the rest of us could have been replaced at any time. Look at Doctor Pym's recent behavior. Who is to say that the Ultron incident was not intentional?"

"Hey," Wasp, Ulrich, and Aelita angrily snapped.

"You do know that I'm still standing right here, don't you," Hank asked with his arms crossed. "And besides that, if Ultron was intentional, then I would've given you guys bad intel on all of your missions since I took up my support role, if for no other reason than to sabotage you at some point."

"Perhaps, but no one truly knows anyone. Not that well," T'Challa insisted, and with that, he turned and left the room, leaving no doubt that he was heading down to the hangar for his personal aircraft with an intention to leave.

You would think that having one of their own walk out of the room like that would clue the others in as to how messed up all of this was becoming, but it seemed to not have that effect at all. Instead, it simply drove Carol and Tony forward in their intentions. "I'm giving you one last chance. Come in with me to S.W.O.R.D., we'll sort this all out," Carol informed Clint as she slowly made her way over to Iron Man, while Captain America and Sprint Samurai stood ready to act in any way they could to prevent their teammates from harming one another.

"How about this: if you don't put your arms down, you're gonna lose 'em. Hawkeye's with me," Hulk threatened as he moved to stand by the archer.

"I've earned my place on this team, I'd like to think I've earned a place in Ulrich and Aelita's new family, and I've earned your trust, Stark. You and Miss Rules, here, you need to back off right now," Clint insisted.

"I'm sorry, Hawkeye. You're going with Ms. Marvel one way or another," Tony started to say, but he was quickly interrupted again.

"Enough! No one is going anywhere with anyone, or doing anything," Ulrich stated as he raised his sabers, ready for battle if necessary.

"Not until you all calm down and stop doing the Skrulls' work for them," Aelita added as she powered up a pair of energy fields.

"Will you two cool it?! I'm trying to settle this the right way here! At least at S.W.O.R.D. there's a better chance of confirming that Hawkeye's not a Skrull or not, and if he's not, then he's got nothing to worry about," Tony pointed out.

"Unless you're a Skrull, or Ms. Marvel is," Clint pointed out, pulling back on his bow string ever so slightly.

Wasp could hardly believe what was happening, but she was not going to let that stop her from settling this before anyone got hurt. "Everyone just breathe. Everyone just…"

That was as far as Janet got, as Hawkeye let loose his arrow, right into Iron Man's palm, where his repulsor was, disabling the palm weapon when it struck. Seeing this prompted Ms. Marvel to attack as well, and while Janet and Ulrich were quick to race out of the way, Hulk stood where he was and took the blast as best as he could, while Hawkeye rolled to the side and readied four new arrows. Once he had them notched, he instantly let them loose on Iron Man and Ms. Marvel, the former of whom was still recovering from his first attack. None of the arrows hit this time, as Cap quickly pulled Tony out of the way while Carol blasted the remaining arrows that did not already hit the wall. Carol did not get a chance to try and attack Hawkeye again, as she forced to back flip out of the way of Hulk's initial charge at her, and then raised her hands up to intercept Hulk's arms as they came down on her. Even though the floor beneath her feet cracked a bit, Carol actually managed to stand strong and push back against Hulk's brute strength, surprising Wasp, Ulrich, and Aelita when they saw this.

"Whoa! She really is that strong," Aelita whistled, impressed at the sight.

"Not really the time, Princess," Janet reminded her figurative little sister, and her point was quickly emphasized when Ms. Marvel suddenly released an explosion of energy that actually managed to blast Hulk off his feet and across the room. Seeing that made Janet quite upset with her friend, and she was intent on making sure that Carol knew that when she flew over to the blonde. "I can't believe you're doing this," Janet snapped. "We made you an Avenger; we welcomed you in! We trusted you."

"Do you think this is how I wanted today to go," Carol demanded. "I have to do this, Jan. This isn't just a hobby for me, this is my duty."

"And you think that's not how the rest of us feel about this," Ulrich snapped as he pushed her out of the way before an explosive arrow could hit her. "Think about what you're doing right now! You're asking us to let you arrest a member of our family just because of the suspicions of one man, who could be wrong."

"This is Nick Fury we're talking about here! Since when has he ever been wrong," Carol retorted in kind.

"One word: Graviton," Aelita reminded her, only to jump a little when she heard Iron Man blast Hawkeye's next explosive arrow.

The armored Avenger would have blasted Hawkeye as well from the air had Captain America not jumped in at the last second to deflect the blast with his energy shield. "Don't do this Iron Man," Steve ordered.

Tony did not dignify Cap with a response, and instead just flew back a little as he readied the wrist-mounted missile launcher on the arm opposite of his currently working repulsor. Seeing that this was going nowhere, Janet immediately narrowed her eyes and focused, until the whole room was lit up with the light of her size-changing powers activating as she went as big as she could in the confined space of foyer, and then slammed a massive fist down in between both sides of the fight. "Enough! All of you! We're all friends, practically family, more so for some of us than others. We shouldn't be fighting each other like this," Janet shouted as she returned to her normal Wasp size, barely showing any signs of exhaustion as everyone started to stand down, with the exception of Iron Man, who was still holding his weapons at the ready, even as he landed on the ground.

"Wrong. I have to. I…" Tony started to say, until he stopped himself and lowered both of his arms. Some of the group thought that this meant that Tony had finally seen sense in all of this madness, but he quickly disappointed them all with his next few words. "I can't trust you, any of you. Ulrich and Aelita, maybe, but the rest of you…Hulk and Wasp are already shape-changers. Captain America could've been a Skrull from the day we found him. Ms. Marvel was _working_ with an alien when we met her. And Panther…Panther was gathering information on all of us, he even hacked J.A.R.V.I.S. for our files, and we just blew it off."

"We don't have any proof, Tony," Wasp reminded him.

"I saw it," Tony snapped before she could go any further, lifting his face plate so that everyone could see how serious he was, while also putting his distrusting glare on full display. "Ulrich and I both saw Fury's Skrull with our own eyes, right along with how it got hurt when Ulrich's hand was just close enough to its bare hands. This is happening."

"If Skrulls really are invading, then the world needs us. The Avengers can fight this," Janet insisted, but Tony did not seem willing to listen.

"Panther was right to leave. I can't trust any of you aside from Ulrich and Aelita, and for all I know, their judgment on who you guys are might be impaired because of how they view all of us, and if we can't trust each other, we can't fight anything," Tony continued on as he turned around and stomped away. He did not turn back to them until he was standing in the middle of the room, snapped his helmet shut again, and blasted up into the air, preparing to fly out of the mansion. "I started this team because I needed people I could count on. And now I can't."

"Tony, please! Don't do this," Aelita begged, and one look at her instantly told everyone that she was already beginning to shed some tears.

Seeing that made Tony think he should reconsider for a minute, but only for a minute. As much as it was breaking his heart to have to do this to Aelita and Ulrich, he felt that he had to do it. "Sorry Aelita, but the Avengers are over as far as I'm concerned," Tony apologized, and with that, the team's former leader blasted out of the sky-light and away into the night.

Everyone just looked on in silence for a minute, disheartened by Iron Man's departure, until Hawkeye turned to the only other person in the room besides Hank who was not standing with the rest of the team right now. "I'm not a Skrull, and I'm not some flunky for S.H.I.E.L.D. I'm an Avenger, and if you're gonna try and take me in, you'd better be sure. You'd better be sure about all of us," Clint warned Carol, and his point was emphasized when Hulk, Ulrich, and a hesitant Wasp all moved to stand with him.

Carol just stared at them all for a minute, including Captain America and Aelita, who were both standing off to the side, but clearly stating that they did not want her to do anything rash, until she finally lowered her head and sighed, "This was supposed to be my welcome party."

"Carol, wait! Carol," Aelita called out, but it was too late. Ms. Marvel was already flying back off into space and back to _Damocles_ so that she could return to S.W.O.R.D. Headquarters. After seeing that, Aelita ended up falling to her knees, drawing Ulrich to her side as he holstered a saber so that he could place a hand on her shoulder in comfort, and softly said, "I can't believe this is happening. I knew this couldn't last forever, but I never thought it would end like this."

"We not going to let it end like this," Janet insisted as best as she could.

"Get real," Clint huffed. "Iron Man was right about one thing. The Avengers are over."

"No," Captain America suddenly said, surprising almost everyone. "Like Aelita said, this is what the enemy wants. To tear us apart with paranoia and mistrust. To win the war without ever firing a shot. Well, I don't know about you, but I'm not going to let that happen. Being an Avenger is the only thing I have in this world, and I'm not going to give it up that easy…I'll lead you, if you'll have me."

The super soldier then raised his hand forward, asking the others if they would accept his offer of leadership, and it took little time before they started to accept. "If I leave, it's like admitting I'm guilty, and that's not going to happen," Hawkeye stated as he stepped forward and placed his hand on top of Cap's. "I'm in."

"I'm not going anywhere. I made a deal, and I've got people who not only treat me like a real hero here, but like family as well. That's something very rare for me to find. Besides, what's some Skrull going to do to me," Hulk stated with a grin as he placed his hand atop the others.

Hank then stepped forward and stated, "Well, aside from my work at Greyburn, I will admit that I've enjoyed making a real difference in the world by acting as support for you guys, so I don't think I'll be going anywhere either. Count me in as well."

Seeing her boyfriend voice his agreement to this along with the others brought a smile to Janet's face, and she quickly flew over to Steve and joined them after softly saying, "Thank you, Cap."

All that was left was for the youngest members of the team to join in, but when the five looked back at them, they were surprised to see Ulrich and Aelita just standing where they were with even, neutral looks on their faces. "Ulrich, Aelita? Aren't you with us as well," Steve inquired.

The samurai of the two exchanged a small look with his adopted sister before looking back and saying, "Hey, we're not going anywhere. Like we've stated in the past, the Avengers are our family now, but neither of us are going to be willing to accept you as the leader."

"And why not," Steve inquired, while the others gave him incredulous looks. This was Captain America Ulrich was talking about, for crying out loud! Why would he not be willing to follow him into action, be it for a battle or any kind of mission?

"Simple, because we don't trust you," Aelita answered, surprising the others even more. "Fury may have his suspect as to who the Skrull might be, but Ulrich and I both know that's a load of crap because we've got a suspect of our own who seems a little more likely: you, Captain America."

Now the other five were all completely stunned, and for a moment, none of them said anything, until Hank finally stepped forward. "That's a pretty bold accusation to make after everything that's happened, Aelita," Hank cautioned.

"Just hear us out," Ulrich insisted, and with that, the room fell quiet again, prompting the two to continue. "Think about it for a minute; ever since we came back from Asgard, Cap's been acting a little different lately. Some of the changes may be more subtle than others, like in how his fighting style changed, or how he's a lot less by-the-books than he used to be, but some are glaringly obvious. For example, the moment that the Kree showed up at the UN Building. The entire time, Cap was nothing but hostile to them, insisting that we just take them all down instead of trying to see if we could resolve things peacefully, and not only that, but he was the one who fired the first shot and shouted 'Avengers, attack'."

"While you do have a point there, Ulrich, I can't help but feel like that would've turned out pretty much the same regardless," Clint admitted.

"But that's not all," Aelita added. "You guys know how strong my super hearing is, right? In case you've forgotten, its strong enough so that I can even tell when a person's lying based of their heartbeat, or when their unconscious or sleeping based off that and their breathing. When Cap gave Zemo his word that he would save him from Enchantress, his heartbeat sped up just enough for me to be able to tell he was lying. I know that Zemo was one of his greatest enemies, but the Captain America I know would never give his word without meaning it. Not only that, but when he had the chance to activate the magic dampeners, and Zemo had signaled him to do so, I could tell by both his heart and breath rate that Cap was just standing there calmly, like he wasn't concerned at all about the fact that Zemo was just seconds away from being killed, and that he wasn't doing anything, while Hank was unconscious. Not only than that, but when he told us what had apparently happened to him and Hank during that same time, his heartbeat picked up again. Cap not only lied to Zemo when he gave his word that he would save him, but he lied to us about why he and Hank had been unable to do something when the time came to do so."

Hearing all of this new information coming from Aelita surprised everyone, and considering that it was the pinkette who was saying it all, none of them felt like they could ignore it, and they were all soon directing a slightly suspicious gaze at the super soldier. If this bothered him, Steve did a remarkable job of not showing it, and instead asked, "If you really believed I am the Skrull, why did you wait until now to say anything?"

"You saw how Tony was acting. The guy doesn't trust anyone, and if I had to hazard a guess, I'd say he probably barely even trusts himself right now. No matter what we said, he still would have left, and I doubt Carol would've been willing to hear out any of us at that time," Ulrich informed them.

"Besides, this is something that the Avengers need to deal with, and not anyone like S.H.I.E.L.D. or S.W.O.R.D.," Aelita stated. "If there really is a Skrull among us, then we'll find him and expose him, hopefully before it's too late."

"Still, if Cap really is that high up on the list of suspects, you do have to admit it still leaves one question: who's going to be the leader," Hank pointed out.

"Maybe one of our anti-Skrull deterrents," Hawkeye suggested, casting a glance at the two Lyoko Avengers. "Not only are they not viable suspects, but they're also probably the most experienced out of all of us when it comes to saving the world."

"No thanks," Ulrich immediately shook his head. "I was practically the field leader of the Lyoko Warriors a lot of the times when we were on Lyoko, and I have no desire to assume any similar kinds of roles again."

When she saw everyone turn their gazes to her, Aelita instantly joined her adoptive brother in refusing. "Sorry, but I was always more of a second-in-command type of person, be it with the Lyoko Warriors or any group afterwards, and in the few times that I did take the lead, I was freaking out for every second of it, constantly telling myself not to mess up."

"Well then who would you two recommend," Clint asked.

Aelita could not help but smirk a little as she replied, "Honestly, I can only think of one person here best suited for the job."

"Are you thinking of who I think you're thinking of," Ulrich asked, albeit a little playfully since he was pretty sure he already knew the answer.

"Yeah, good thinking," Aelita nodded, and the two then turned to the Avenger that they had in mind to be the new team leader, leading the others to turn and settle their gazes…on her as well.

"What? Why is everyone looking at me like that," Wasp nervously asked, hoping that it was not for the reason she thought it was, even if a small part of her wanted otherwise.

"I think you know, Jan. Even without all the suspicion, after Cap, you're the best suited person to lead us," Ulrich insisted.

"Oh no! No way! I'm not a leader, especially not for this team! I could never," Janet tried to argue, but it did not seem like anyone was going to hear it.

"Yes, you are. Janet, just look at all the times that neither Tony or Cap were around and you had taken charge, or even times when you just took charge period. Honestly, sometimes I couldn't help but wonder if Iron Man was really leading the team when you did that, because I can honestly say that you seemed to have a better grasp on how to handle a situation than some of the rest of us did," Aelita pointed out. "Remember Korvac? Who knows what would've happened if you hadn't gone and found Corrina? Or what about that time when you, me, and Thor had busted up an AIM deal? We wouldn't have been able to have found their base, which inadvertently lead us to discover a way to cure Simon if you hadn't thought of a way for us to better track their ship back to the base. Plus, out of all of us, you probably care about this team and the people in it more than anyone else. Who could be better to lead us than someone like that?"

"I agree with Tinker Bell and Swords. You've got what it takes," Hulk stated.

"As much as I hate to admit it, the kid's got a point. You may be someone who belongs on the party circuit, but you do seem to know what you're doing when push comes to shove," Clint nodded in agreement.

"You can definitely do it, Jan, and you're the best person to help keep the Avengers honest no matter what happens. You're practically the heart and soul of this team. It only makes sense for you to be leader if you ask me," Hank informed her.

Looking to Steve, Janet waited for a moment until the super soldier finally smiled and said, "If that's what the team wants, then who am I to argue? I'll gladly follow you, if you'll lead us, Wasp."

Janet glanced around at the others for a moment before she finally landed on the ground and returned to her normal size, and said, "Well, I guess there's only one thing I can say…Avengers, assemble!"

With that declaration, the team brought it once again, this time with Janet's hand being the first in, and Ulrich and Aelita both joined in with smiles on their faces, while the latter of the two looked to her big sister figure happily and whispered, "Thanks, Jan."

Unknown to any of the heroes though, they were being watched from a distant rooftop by a certain group from the Secret Warriors, and those four had seen everything that had unfolded right from the moment that Iron Man had revealed himself to the team. "I can't believe he just came out and asked them if they were Skrulls," Quake grossed as she observed the mansion through her binoculars.

"No kidding. I thought Stark was supposed to be one of the smartest people on the planet. Why would he do something so stupid," Lincoln asked.

"This is a man who kept his secret identity for about five minutes," Coulson pointed out to both of the younger agents. "Why did you think he wouldn't tell them?"

"Either way, it doesn't matter. I got what I needed. Iron Man's the real deal," Fury stated, lowering his binoculars and glaring hard at the mansion where the remaining Avengers were, along with his suspect. "And not only that, but thanks to the listening device we planted on him, we now know who's at the top of Ulrich's list of suspects."

"Which will destroy itself without anyone noticing right about…now," Daisy finished.

"Oh, great. Except that by revealing your involvement, they let the Skrulls know that you're on to them," Lincoln pointed out.

"I've assumed they've always known I was on to them," Fury revealed. "Iron Man's doing the same thing I did. He's putting the Skrull in a position where he can mess up and reveal himself."

"Honestly Boss, I'm not sure whether to hope if you're wrong about whom the Skrull is, if I should hope Ulrich and Aelita are," Coulson commented, feeling torn about both arguments. "Hawkeye was one of our best, and I've worked alongside him in the past, while Cap is…well, Captain America. Hard to imagine either one of them could possibly be a Skrull in disguise, even with what we learned."

"Either way, if one of them is the Skrull, we need to do some digging through the footage we have of Captain America's past actions to see if we missed something, and keep an eye on both of them, and to do that, we'll need to keep both eyes open," Fury stated.

"So…what now," Daisy asked.

"Now we wait. It's the Skrulls' move," Fury answered.

All three of the other agents nodded in response to this, and then departed along with Fury, only pausing to spare one last look at Avengers Mansion as they did. Though the day had been a roller coaster of good and bad events, one thing was certain. It was a new dawn for the Avengers. The only question now was what would come of it.

* * *

T'Challa was disheartened by what had happened at Avengers Mansion, and he could not help but feel that maybe he made the wrong decision by walking out like this when the world needed the heroes to stand together, but he had made his choice, and he had to stand by it. Not only for the sake of Earth's mightiest heroes, but for his people as well. That was why he had immediately returned to Wakanda and summoned his most trusted advisors and guards, once he had changed into the more ceremonial version of his Black Panther suit. "My Dora Milaje, prepare Wakanda for invasion," was T'Challa's simple command. The Skrulls may already be in his nation, but whether they were or not, he had no intention of letting them stay for long.

What T'Challa did not know, was that other points around the world, the other two members of the Avengers who had left the team were taking a moment to prepare for the storm that the Skrulls were bringing in one way or another, but at the same time, they were also kicking themselves for how things had played out at Avengers Mansion. While Carol was much more controlled in her response to things by simply saying that she had nothing to report when asked by her superiors and then taking a moment to brood, Tony could only sit in his office in silence before he finally let out a frustrated yell as he tossed his helmet against the wall. Despite their different approaches, there was one thing that all three of these departed Avengers could agree on though: everything that they had worked for in the Avengers up to this point had all been shattered apart in their eyes.

* * *

When it was once again the middle of the night, Captain America made his way to the same warehouse he had made his previous report from. He knew that this new development would need to be reported on, along with how his mission had been slightly compromised, but all the same, it needed to be confirmed. This time though, he did not go for his communication device, partially because he was sure that Fury might intercept his transmission, and partially because he would not need it this time.

"And how did it play out," a woman's voice asked from the shadows once Captain America had reached the middle of the room.

"Almost exactly as you predicted. Unfortunately, I could not secure a place as the Avengers' leader due to the interference of the youngest members, but it should not matter too much. They chose the Wasp as the team's new leader, and I doubt that she would be able to make them as great a threat as they once were again. Soon, Earth will be ours," Captain America reported. A moment later, the woman stepped forward and into the faint light of the warehouse, revealing herself to be none other than Mockingbird. When the blonde was standing directly before him, the Skrull disguised as the legendary super soldier dropped to one knee in a respectful bow and finished, "As it is written, my Queen."

The Skrull then resumed his natural form before he kissed Mockingbird's offered hand, and upon allowing the action to take place, Mockingbird's human appearance melted away along with her mask to reveal a female Skrull, who appeared to strike a much more regal appearance, and possessed purple and black eyes and long black hair. With her transformation complete, the Skrull Queen smirked and stated, "As it is written. And do not despair. Despite what they are able to do to our kind, the Lyoko Avengers will not be able to stop what is ordained."

The two Skrull both smirked widely at this, sending a chilling sensation through the warehouse, and somehow to the area around it, giving anyone who was passing by a slight shiver for reasons that they could not guess. Had they known why they had felt such chills though, they probably would have run in fear, because there was no doubt that the Skrulls were not bringing a promise of anything good.

* * *

 ** _AN: Okay, I know, I probably could've made things different so that the team was not split up like that, but then there wouldn't be any need for everyone to have a chance to grow as characters, or for Ulrich and Aelita to finally reveal their suspicions to the team._**

 ** _Aelita: But did we really have to say goodbye to T'Challa and Tony like that, and practically chase Carol off?_**

 ** _Carol: Yeah, I thought I was going to be around more in this story. How's that supposed to happen if I'm not on the team anymore?_**

 ** _AN: Whoever said that you were off the team? You're not gonna stay gone for long anymore than you were in the original continuity of the show. Moving on though..._**

 ** _Wasp: WHY THE HELL DID YOU MAKE ME BE THE LEADER?! WHAT COULD'VE POSSESSED YOU TO DO THAT?!_**

 ** _AN: Janet! Calm down. My reasoning was pretty much explained in the chapter. Ulrich and Aelita had revealed their concerns, and when a group is that concerned about the guy leading them, a team is liable to fall apart in an instant. Plus, I just didn't want to have Skrull-Cap leading the team this time, because that's what caused a few other things to go bad in the original continuity, like Hulk's arrest or the Avengers being lead into that trap in DC for example. As for why I chose Janet over Ulrich or Aelita, for one thing, the two had both had their fair share of leading experience from their time as Lyoko Warriors, but they did not want to have to assume such a role again since it would likely dredge up some old memories that they would rather forget, even if they have moved on. Not only that, but given how their attitudes have been whenever they find someone researching ways to hurt them, do you really think that they would be fit to lead at the moment._**

 ** _My other reason is because, believe it or not, Janet actually has been leader of the Avengers in the past. You can look it up if you don't believe me. I thought that was a pretty cool idea that someone like Wasp would be the leader of the team, so I thought, why not work that in here. Plus, as mentioned, look at the other options that were left. Can you really see Hulk leading the Avengers? Or Hawkeye?_**

 ** _Hawkeye: Hey! I've lead the Avengers in the past before._**

 ** _AN: I'm pretty sure that was the New Avengers, Hawkeye, and besides, even without Ulrich and Aelita's testimony in your defense and against Cap, there is still some slight suspicion on you._**

 ** _Coulson: I'm just glad that my team and I got to return to this story. And I'm glad to see that we've added Lincoln to the fold as well._**

 ** _AN: I thought you might, plus it also gave me a chance to work in a little reference to Agents of S.H.I.E.L.D. in case any of you hadn't noticed that. Also, yeah, I brought in Lincoln Campbell, you might remember him as the electricity power guy from Seasons 2 and 3, as well as Quake's love interest after Ward. I really liked those two together, and I kinda hated how that ended to be honest. Really, Daisy deserves some happiness in her life after all she's been through, so why is it that every time she finds a guy she likes that much, they end up going down a bad path of some variety?_**

 ** _Coulson: Agreed. And have you seen some of the more recent episodes of the series?_**

 ** _AN: You mean like that one with a flashback of a past mission you and May had together, during which you were flirting for like the entire time, and it had been confirmed that you two got a_ real _close at some point in the past._**

 ** _May: We're not talking about that._**

 ** _AN: Oh come on! I mean, can you imagine how nuts all the fans went after hearing about that, and about how they all went crazy over how even your LMD was totally flipped for Coulson?_**

 ** _May: Moving on._**

 ** _AN: Alright, alright. Just chill. So yeah, anyways, I'll keep brainstorming on ideas for Lincoln's codename, because seriously, the dude needed one before his final fate. I'm thinking something along the lines of Voltic or Discharge. You know, like static discharge?_**

 ** _On a more story related note, yeah, the team's split up and now reformed under new leadership with the line-up you all saw at the end: Hawkeye, Captain America (The Skrull), Hulk, Hank Pym, Ulrich, Aelita, and Team Leader Wasp. Don't think it's going to stay at just those seven though._**

 ** _Aelita: Why not?_**

 ** _AN: Here's a little hint: Onto the Preview!..._**

 ** _A series of events leads the Avengers to consider expanding their ranks in the wake of Iron Man, Ms. Marvel, and Black Panther's departure, and while not everyone is in total agreement with the idea, a group vote decides that they go ahead with it. The decision made, Aelita and Captain America head out to the Xavier Institute to enlist the first of these new Avengers Recruits, but soon find themselves once again caught up in another X-Men problem. Makes you wonder if they can ever just visit the school for mutants without this kind of thing happening, doesn't it? And just what kind of problem is it that would draw Ms. Marvel into the fray as well? Find out next time in…_** **Chapter 10: Avengers Recruit: The Mutant** ** _._**

 ** _Yeah, that's gonna be happening. Oh, and another thing that might be happening is the decision on whether or not I'll make that Spider-Verse story arc for this series I mentioned into a separate story. It's still a long ways off, so if you guys really want to see that, please, let me know in your reviews. Oh, and if any of you are followers of my current Kingdom Hearts story, Kingdom Hearts: Dual Keys, please, make sure to cast your vote on the poll regarding an important matter for that story if you haven't already. With all of that said..._**

 ** ** _Please read and review, and I'll see ya next time, fellow true believers!_****


	10. Avengers Recruit: The Mutant

**_Ms. Marvel: Well, that didn't take too long or anything. It's only been a month now, so..._**

 ** _AN: Look, I've got two jobs now, and finding time to write is not as easy as it once was for me. Cut me some slack already, will ya? I've already got enough heat coming at me from the casts of stories like Gundam War Online. I don't need all you other guys jumping down my throat too._**

 ** _Janet: Sorry about her. She's still a little testy after how the last chapter had ended for her._**

 ** _AN: Well I'm sure she'll feel a little better after this chapter is over. Ladies and gentlemen, this is the beginning of what I call, drum roll please..._**

 ** _[drum roll cues up]_**

 ** _..."The Avengers Recruitment Arc"!_**

 ** _Hawkeye: Avengers Recruitment Arc? Seriously? Don't you think the team is already big enough with just adding Ulrich and Aelita in along with all the guys who were on the team by the end of The Avengers Earth's Mightiest Heroes?_**

 ** _AN: Well maybe, but this is not the canon version of that series, and I honestly think that...well, you'll see a little bit of my reasoning for doing this arc when the story starts, and this chapter is the first one of this arc, so you'll see whether or not the recruiting attempts are successful. A little heads-up, each of the chapters in this arc will feature some special guest appearances, and this chapter's special guests are those misfit heroes, the students of the Xavier Institute, the one and only, that's right, give it up for the X-Men!_**

 ** _[classic X-Men 90's theme plays for a moment as this series' iteration of the X-Men appear]_**

 ** _And they'll be bringing along a few other familiar faces from the X-Men franchise, along with a few other characters as well. But I'll let you guys find out the full extent for yourselves, right after I answer a few reviews._**

 ** _Hulk: You do know that we've only gotten two reviews since the last chapter was posted, right?_**

 ** _AN: And they deserve answering, Hulk. I'd feel like I was being rude otherwise. First off, in response to the reviewer "Dragon Rider 66", I honestly had not really considered you're suggested idea before, but as stated in the previous chapter, Tony's meeting with Fury had really shaken him up a bit, right to the point where Iron Man didn't know if he could trust anyone, and that likely included himself, so putting forward the idea that the Skrull could be Captain America, one of the most trustworthy men in all of the Marvel Universe, would've been a really bad idea. But then again, who's to say that you were really that far off in what you were thinking?_**

 ** _Aelita: What's that supposed to mean?_**

 ** _AN: Let's just say our friend gave me a little idea for something I could incorporate into the story later on down the line. You'll see what I mean soon enough. Also, to address the wider public, in regards to the Spider-Verse story arc, I have decided that I will indeed make it a separate story, since it is still a long ways away from our current point in this story, and it does not look like we will be reaching it any time fast. Of course, with all the stuff I've already got on my plate, both IRL and in my fanfiction work, I can't promise that said story will be posted any time soon, but still, keep your eyes open for that._**

 ** _Finally, in answer to the latter part of the review from guest reviewer "Johnathen", whether or not Deadpool gets into this story is still to be determined at this time, (That is assuming I actually_ want _to add that maniac into_ ANY _of my stories), so I wouldn't hold my breath in the hopes of seeing him anytime soon, if I were you._**

 ** _Well, with all of that out of the way, let's get this story arc started, and to start it off, a special little intro featuring our favorite, pinkette! Avengers, to the chapter!_**

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **My name is Aelita Schaeffer, and I am the first of a secret team of heroes known as the Lyoko Warriors. After spending several years trapped on a virtual world run by a quantum supercomputer, I found new friends who were willing to do whatever it took to help me discover the secrets of my past and stop the monster that inhabited the supercomputer for years. We believed that we had successfully hunted down and destroyed the X.A.N.A. virus, but in doing so, my father had lost his life. Sadly, our beliefs were proven false when X.A.N.A. revealed himself to be alive several years later, and then murdered everyone that I knew and loved, save for my friend and adoptive brother Ulrich. Together with his help, I managed to put an end to X.A.N.A., but in doing so, we made it seem to our world that we had died along with the rest of our friends and family, when in reality, we had been sent to an alternate universe and given the ability to use our Lyoko Powers in the real world. Now, with the help of our newfound family, we hunt down supervillains of all kinds in order to keep our new world safe, and I will do whatever it takes to make sure that every wrong caused by any form of villain will be avenged by being the hero that I was born to be. I am...the Lyoko Avenger, Angel Guardian!**

* * *

 **Chapter 10: Avengers Recruit: The Mutant**

The first few days of the new Avengers team's run had not gone all that bad, but it still could have gone much better. The number of bad guys and crimes that they had managed to stop had gone down a little bit, and the fact that there was much more collateral damage now than there had been before was also a big problem. Then again, given that the team had lost so much in the way of fighting strength, if not in numbers, along with what they had now learned after Ulrich and Tony's recent run-in with Nick Fury and his Secret Warriors, it was not too much of a surprise that they were having a bit of a difficult time adjusting to how they worked as a team now. Saying that had convinced them to do a little more practicing in the Mansion's training room so that they could return to something close to their previous levels of teamwork, and so that everyone could adjust to Wasp's style of command a bit more easily, while also allowing the new leader to slide into her new role as the Avengers' leader just as easily, but after a particularly nasty encounter with the Serpent Society, it became clear to everyone on the team that they were still missing quite a few things that they had lost after the recent departures.

"Anyone ever noticed how we always seem to have such big revelations or problems like this after we deal with those overgrown snakes in one way or another," Hawkeye asked after the team had gathered in the Assembly Hall the night after said encounter.

"Not now, Clint," Ulrich grumbled, still feeling a little sore over the fact that Bushmaster had tried to swallow him whole again. "Honestly, I think it's a bad idea and a waste of time. We've just hit a little run of bad luck. That's all."

"This is a lot more than just a little run of bad luck, Ulrich. Every fight that you guys have gotten into could've been handled a lot better if we still had the support of Iron Man, Thor, Ms. Marvel, or even Black Panther," Hank argued. "Face facts: we need to recruit some new team members for the Avengers."

Hank may not have been the one to initially suggest this, but he was the one who was acting as the idea's strongest voice. After a couple of close calls that had taken place a few days ago, some of the team had started openly voicing a desire to bring in some new members for the group, while the rest were against it for a variety of reasons. At one point, Aelita was one of the strongest opposers to enlisting some new Avengers, but after their previous fight with the Serpent Society, she was now honestly considering it, unlike her adoptive brother. Needless to say, this was one of the few times that the two Lyoko Avengers were not able to agree on something, and no one was a big fan of the fact that they chose this topic to argue about.

"I understand that adding more troops to our ranks would help a great deal, Doctor Pym, but at the same time, the Skrulls could use this as an opportunity to slip in some reinforcements for the spy they have in our team," Captain America countered. If he were a lesser man, Ulrich would have stated that Cap was just saying this because it proves that he was a Skrull, but not only was he better than that, he also agreed with the super soldier. Having a recruitment drive for the team right now would likely do just that, and they could not afford to give the Skrull more of a foothold in the Avengers than they already had.

"Look, I'm not a fan of the idea either, but look at what we've got going for us right now," Clint pointed out. "We've now lost three of our biggest guns, four if you count the fact that Hank's officially passed on the Ant-Man mantle to someone else, which means he's passed on the mantle of Giant-Man as well when you think about it, and while the Hulk is definitely the strongest hero out there, and Janet has gotten better at turning into Giant-Woman, the rest of us just can't provide that kind of muscle or fire power."

"Well, Aelita probably could, thanks to her creativity, and besides, muscle and fire power aren't everything," Ulrich reminded. "There are plenty of times where my super speed actually helped to settle a fight, or even where it was just a matter of outthinking the other guy. You've even managed to save the entire team on a few occasions, as you had just pointed out the other day, and you're just a guy with a bow and arrow."

"Everyone here knows that, Ulrich, but most of the time when we had managed to outthink an enemy, it was Tony who did most of the work in that regard, if not all of it. Sure, strength and fire power aren't always as big a deal, but you can't deny that it does help quite a bit most of the time," Aelita pointed out.

"Can we please just decide one way or another? I'm starting to get annoyed with all this arguing about it," Hulk growled. To most of the others, this meant that he either did not care one way or the other about this, or that he was just as against this as Ulrich and Steve were for reasons that only he could know.

Despite Hulk's wishes, they still continued to argue on and on about whether or not they should start enlisting some new heroes, until finally, Janet cut in so that she could voice her own idea on how they should proceed with this. "Enough! Look, arguing in circles about this isn't going to help us decide anything. Both sides do make good points, but if we can't decide one way or the other about this now, we may never settle on a decision," Janet told everyone, her voice gaining a surprisingly authoritative tone that most of the team did not know she possessed until after she had taken to her role as team leader.

"So what do you suggest," Hank asked his girlfriend.

"I say we take a vote on this; majority rules. All those in favor of recruiting some new teammates, raise your hands," Janet stated, and a moment later, the hands of Hank, Hawkeye, Aelita, and Janet had all been raised, leaving only Ulrich, Steve, and Hulk in either opposing or neutral opinion on the matter. After looking around to confirm that a majority of the team was in favor of the idea, Janet said, "Alright then, I guess that settles it. The Avengers are having a recruitment drive, and I've got a few ideas on how we proceed. First off, we don't make it open to just anyone, but instead, we only visit heroes or people that we think have what it takes to be on the team in person. Second, we keep the teams that meet with these people as small as possible, with either Ulrich or Aelita on those teams."

"That's not a bad idea. Since those two can't be Skrulls, they're the only ones that can be trusted to make a truly honest judgment on whether or not the person they're meeting should be allowed to join," Hank agreed.

"Still, there are a lot of heroes out there that could fit the bill as Avengers. How are we supposed to decide who does or doesn't join up," Clint asked.

"Well, I think we should at least keep it simple and try to stick with heroes that we all know at least a little bit about, which actually brings me to the next thing that we'll need to do for this little drive: all suggestions have to be run by and approved by me, in private. That way, there's a less likely chance of the Skrull getting word ahead to their allies so that they could replace our possible recruit with an agent of their own," Wasp finished.

Ulrich and Aelita were both discreetly smirking at this, knowing what Janet was doing with that last decision. Since the suggestions would have to be pre-approved by her, and would have to be brought forward in private, there was a less likely chance that the Skrull would be able to get any of their own suggestions approved, and they would not be able to know who they were going to ask until after they had met with the person in question. Sure, that likely meant that Hawkeye's suggestions would not be taken, due to the fact that he was high up on Fury's list of Possible-Skrull-Suspects, but since the others now knew about the two's suspicions regarding Captain America, they did not have to worry as much about any suggestions he gave either.

That did not stop anyone from starting to give out some ideas right away though. After all, with the door for recruiting new teammates now open, it was only to be expected that some people would not be able to wait for long before giving out a suggestion. "If we're really going to do this, then maybe we should consider enlisting Wolverine to join the team," Captain America offered.

"What, you think he'll be able to sniff out an imposter or something," Clint sarcastically asked.

Ulrich would have joined in on the archer's jest had he not thought that he had a good point. "Actually, if there is a chance that Logan could sniff out a Skrull in disguise, we should at least consider bringing him in," the samurai stated.

"But if the Skrulls do have an agent in every major organization that could prove to be a threat to them, wouldn't that include the X-Men as well," Hank asked. "I mean, we probably would've heard something from them if they did find an alien imposter in their ranks."

"I doubt it. The X-Men have shown plenty of times in the past that they prefer to handle their problems themselves, and given how mutants are typically received by a lot of the rest of the world, you can't really blame them for that," Aelita reminded the Avengers' support specialist. "Still, you do have a good point."

"Okay, so Wolverine is a good starting choice. Does anyone else have a suggestion while we're here, because this will be only time I'll be taking them openly from everyone at once," Janet asked with a subtle warning at the end.

"I know this might seem a little hasty, but I think we should consider bringing my successor as Ant-Man into the fold," Hank offered.

"Are you sure, Hank? I mean, from what you've told us, he's only just starting out as a superhero. I don't think it's really too much of a good idea to bring in a total rookie," Aelita cautioned.

"Going by that logic, you and your brother probably shouldn't still be Avengers, even if you two are founding members, and you probably shouldn't have let T'Challa become one either since he had only just assumed the mantle of Black Panther by the time you met him. And let's not forget that we have no idea how much experience Carol even had before we met her during the Kree's invasion, because I'm pretty sure it wasn't that much, at least in the way of superhero stuff," Clint pointed out.

"T'Challa had been training to assume his mantle for almost his entire life, Carol's had previous training in combat and worked for S.H.I.E.L.D. before switching over to S.W.O.R.D., and Aelita and I were both working as secret heroes long before we had powers or came to this universe. We were all pretty ready by the time we each joined the Avengers," Ulrich reminded Clint.

"Well, the same could be easily said for the new Ant-Man. He's had a bit of experience in a variety of different fields before I entrusted him with the suit. Trust me, I wouldn't be suggesting this if I didn't think he was ready," Hank assured the others.

Janet nodded in concession of Hank's points and then offered up her own suggestion. "So, does anyone else think that maybe we should consider offering Spider-Man or White Tiger a chance to join the team?"

"No way! I had enough of that chatterbox the other day when he was here for Aelita's birthday party, or whenever he's just around to pick her up for a date, period," Clint immediately protested, earning a few murmurs of agreement from nearly everyone else in the room, while Aelita just glared at Clint, mentally promising to blast him later for his comment.

"I don't know. I think Janet does have a good point. Those two did help us quite a bit when the Masters of Evil first attacked us," Hank reminded everyone.

"Maybe, but they've both got their own things to deal with right now. Besides, I doubt Spidey would be able to help out all that much given everything that he already deals with on a daily basis," Ulrich countered. Of course, part of him was only going against the idea of adding Ava to the team because he did not want her to get dragged into the problems he deals with everyday with the Avengers and then get hurt as a result. Yes, he felt the same way about Peter, knowing what that would do to Aelita if she ever lost him, but the feeling was a little stronger in regards to his girlfriend. He then turned to the pinkette in question and asked, "What do you think, Sis?"

Aelita had to honestly pause for a moment to think this over, until she finally replied, "Peter and Ava would both make great Avengers, but right now may not be the best time to let them join. Not with everything we've got going on right now."

That seemed to settle the matter for everyone, and after not hearing anymore suggestions, Janet nodded and said, "Alright, then let's go ahead and send out someone to meet with our first two possible recruits. Aelita, you and Cap head out to the Xavier Institute to recruit Logan. Hank, tell Ulrich and Clint where to find your new protégé so that they can meet with him."

Everyone nodded in response, and with that, the meeting was adjourned so that they could all go their separate ways for the moment, with Aelita and Cap heading to the garage so they could collect Steve's motorcycle and head out to Westchester, while Ulrich and Clint followed Hank to his lab so that he could ensure that they would receive the information without anyone else overhearing.

* * *

After going out to the X-Mansion so many times, Aelita had started to think that the trips were starting to get a little shorter, but this time, she felt that they could not get there faster. Part of the reason was because she felt that they needed to get to the X-Men's home quickly, but the other reason was because right now, she did not feel all that comfortable working with Steve at the moment. This had been true ever since she and Ulrich had started feeling suspicious, but now that those suspicions were out in the open, there seemed to be this weight in the pit of her stomach that would not really go away whenever she was in the room with him. It was not fear, she was not afraid of the super soldier at all, assuming that he was the real thing, and while the fact that she was accusing one of the greatest American heroes ever of being an alien spy or just a falsehood period was a big deal that weighed on her mind, it was not that either. She was really just worried that she was right, while praying that there might even be a small, tiny chance that she was wrong.

Those concerns had to wait for now, because they had a more important job to take care of right now, and their destination was now coming into view at last. Surprisingly though, the gate remained shut even after they had pulled up and came to a stop, unlike the many other times that they had come to the X-Mansion, whether they were expected or not. They could have taken that to mean that Professor Xavier was not home for whatever reason, since he would sometimes go out to meet with possible new students in person, but given what happened the last time they had come here and were greeted with this situation, neither Steve nor Aelita were willing to relax just yet. Since she had chosen to fly to the X-Mansion on her own, Aelita saved Steve the trouble of getting off his bike, and hit the intercom to let someone know that they were at the gate and why they were here. Surprisingly, the person who responded was not only unexpected, but also sounded very panicked.

 _"Sorry Aelita, but now is really not a great time! Please, come back later,"_ Wanda Maximoff, the Scarlet Witch stated over the intercom.

"Wanda, is everything okay? What's going on," Aelita asked, worriedly, while an equally worried look flashed across Steve's face from behind his helmet.

 _"X-Men stuff and it's really big. I can't ask you to get involved,"_ was Wanda's short reply.

Aelita glanced over to Steve, and he did not hesitate to silently nod in reply, signaling that he was okay with what she had in mind. "Wanda, if it's that important, then we're going to get involved no matter what. Please, let us in," Aelita informed the daughter of Magneto.

It was another few minutes or so before the gates finally opened up again, and once they had, Steve and Aelita raced up to the main entrance of the mansion, through the door, and into the foyer where Wanda was already waiting for them, clad in her usual civilian attire of a sleeveless red vest, black pants, and crimson shoes. The minute she saw Steve, Wanda instantly raced over and embraced him in a tight hug, catching the super soldier off-guard, but he still returned it all the same. After allowing them a few minutes or so, Aelita let out a small cough to remind the two of their current situation, and Wanda stepped back so that she could fill them in on what was going on. Before she began, she lead the two to the sitting room, saying that it was going to be a long story, and she only paused to tell some students to get back to their regular class and to tell Laura to meet them there.

"This actually began a few years ago, before Laura and I had joined the X-Men, or even the school," Wanda began once everyone was seated comfortably. "It started when the professor's telepathic powers suddenly seemed to start going crazy, and he had gone to a colleague's on Muir Island to get help. That was when he found out that there was nothing wrong with him. In reality, someone was actually reaching out to him for help; someone from another planet."

"You're saying that the X-Men have encountered aliens before now," Steve asked in disbelief.

"They did a lot more than just encounter aliens," Laura stated. "The one that contacted the prof is known as Lilandra Neramani. She's the ruler of something known as the Shi'ar Empire, and she and Xavier are old, close friends. _Really_ close friends, if you get my meaning."

"Wait, are you telling me that Professor Charles Xavier is involved in a long-distance relationship with an alien queen," Aelita gasped in awe.

"Something like that," Laura shrugged. "At least, that's what it sounded like to me from what I've heard."

"The thing is, Lilandra wasn't the empress when she contacted the X-Men. If anything, she was the princess and rightful heir to the throne, but her jealous brother had killed their parents and then started hunting her so that she wouldn't be able to take her throne back," Wanda picked up. "When she finally appeared before Xavier in person, the Shi'ar royal guard soon followed, and the X-Men ended up in a struggle just to survive. They got some unexpected help in the form of some space pirates, their words, not mine, but in the end…it was Jean who helped turn the tide. She became host to some sort of cosmic entity that gave her incredible powers while also strengthening the ones she already had, and with its help, she and the others were able to stop Lilandra's brother and restore her to the throne."

"The only downside is that playing host to that thing nearly killed her or worse, and if it weren't for Scott, and some Shi'ar doctors, Jean probably wouldn't be with us now. No one even wants to think about what would happen to Scott if he ever lost Jean, period, never mind if it was in that way," Laura piped in.

"If all of this happened years ago, what does it have to do with what's happened now," Aelita questioned, not entirely sure what it had to do with whatever had Wanda so worried.

"About a day ago, Lilandra sent out a telepathic call for help to Xavier," Wanda answered. "I don't really know the whole story, but I did hear enough to know that something's happened to her, and a minute later, the X-Men who were involved in the whole thing were suddenly teleported away. Scott, Bobby, Kitty, Jean, Logan, and all the rest of them, including the professor. Laura and I are the only staff members, or at least the closest thing to staff members left, not counting Jubilee and our other recent additions to the staff."

"Those being," Steve asked.

"Myself for one, Captain," a smooth, silky voice cut in, and the two Avengers immediately turned to see the white-clad form of Emma Frost stepping into the room. "Despite the circumstances, it is good to see you both again. I think we'll need all the help we can get if we want to rescue the other X-Men."

"Wait a minute. What're you doing here, Emma? The last I checked, you were living on Genosha, though under close observation due to your past relations in regards to both Magneto and Xavier," Aelita pointed out.

"Erik and Charles thought it would be a good idea to at least try and rebuild a few old bridges for the sake of a better future for all mutants, and I felt that a good way to start doing that would be if I joined the X-Men. Besides, I loved teaching students, mutant or otherwise. That has always been a great passion of mine from the moment I started teaching, and I wanted to do it again," Emma admitted.

"So who was this other person," Aelita asked.

"That'd be me," a deep, yet growling voice said from behind Aelita. Upon turning around though, Aelita let out a startled yelp and jumped about ten feet in the air before scrambling back from the newest arrival. The person in question appeared to be somewhere around either her or Peter's age, had messy, unkempt hair that was blonde with some red mixed in, and possessed fair pale skin, but the thing that had Aelita freak out in the way she did was the fact that he had a very wolf-like appearance to him, almost as though he were an actual werewolf. He even had the claws and fangs to go with it. His outfit consisted of a vest and torn pants, both of which were in the typical yellow and blue colors of the X-Men uniforms, along with the Celtic symbol for wolf on a silver necklace. "What? Got a problem," the wolf-like man snarled.

"Sorry, it's just…I've had bad experiences with wolves," Aelita panted in an attempt to calm down a bit. She did still keep a bit of distance between her and this new arrival though.

"Captain America, Angel Guardian, this is Lycan," X-23 introduced. "Former guard of Genosha, student of Sabertooth, and the one mutant who could probably be considered rougher around the edges than Logan. Don't let his wild behavior fool you; he's actually pretty nice once you get past his animal-like instinct to always expect danger to be around the corner."

Lycan's face turned a light shade of red at Laura's words, but it quickly narrowed angrily at that last bit, clearly showing he was somewhat offended by what she had said at the end. Though he seemed to be even more offended by Aelita's reaction to him if the fact that he continued to snarl at her as she sat back down while still throwing him hesitant, unsure glances was any indication. "Came here after Kang's invasion with Frost. Alpha Magneto wanted to try Xavier's way for once. Doubtful."

"Is there any way that we can get in touch with the X-Men," Steve asked.

"We've been trying for a while now," Wanda revealed. "Ever since they disappeared, Laura and I have been doing all that we can to try and at least locate them with the mansion's computers while Emma did the same with Cerebro. Neither one of those attempts have been successful so far."

"What about those pirates you mentioned? Do you think you know of a way to contact them to see if they'll help," Aelita asked, hoping to explore whatever options they could.

"The Starjammers? I doubt it. They've got their own things to deal with. I doubt they'd be likely to just show up and help us out any time soon," Laura scoffed.

"Actually, that's what I was just coming to tell you all about. Corsair is actually here, right at our doorstep, and he doesn't seem to be doing too well," Emma revealed.

Upon hearing that, everyone immediately leapt up from their seats and raced outside, with Emma leading the way, until they were all in the mansion's backyard, where they could see the remains of what could most likely be a shuttle, or at least, what was left of it. After taking a closer look, one could also see man in red and black, unconscious and clearly injured. "Why didn't you try to get him out," Wanda asked.

"I did, but even in my diamond form, I don't have enough strength, unlike those of us who can move objects with their mind," Emma replied.

Wanda seemed to accept that and then raised her hands forward. A second later, they became lit up with the glow of scarlet energy, and the wreckage started to noisily groan as it slowly came apart until there was enough of an opening for Laura to jump in and pull Corsair out. Once he was out, Aelita and Steve glanced over at Wanda in surprise, since last they checked, the daughter of Magneto could not do something like that before. Wanda noticed this and gave a slightly smug smirk as she explained, "I went through a secondary mutation a little while back, and got telekinetic powers as a result."

"Cool," Aelita smiled while Steve just smirked at his girlfriend, and the former then took a moment to look him over. After doing so, she could not help but note aloud, "Hey, is it just me, or does he look a little like Cyclops in a weird way?"

"It's not just you. This is Scott's father," Wanda revealed as she moved over to help start applying medical attention.

That surprised Aelita and Steve a little. Cyclops' dad was a space pirate?! How on Earth or any other planet in the galaxy did that happen, and why had he not come back home to his son sooner were just two of the questions that were racing through their minds right now, but the one question that they were finding more important was how did S.W.O.R.D. not take notice of this whole thing by now? Apparently, that question would have been asked a little too quickly, because mere seconds later, everyone heard the sound of a sonic boom, which was soon followed by the appearance of Ms. Marvel as she floated down to where she was hovering just a little ways above them, leaving the present X-Men a little in awe of her presence, since this was the first time they had ever seen her in person. When the blonde's gaze fell on Steve and Aelita, she seemed to tense up a little more than she already had been, but aside from that, she still somehow maintained an otherwise stoic, serious, and all-business visage. That did not mean that the air did not suddenly start to feel heavy with a weight of awkwardness though.

"Captain. Angel Guardian," Carol nodded, respectfully.

"Major Danvers," Steve replied with a nod, accompanied with a small frown.

"Hi Carol," Aelita happily waved. "How're things in space lately?"

The super soldier's response was something that Carol had half-expected, even if it did hurt a little, but Aelita's greeting had completely thrown her for a loop. Did the pinkette not remember how the blonde had threatened her teammate and family member just the other day, or was she just pretending to be nice as a courtesy? Then again, considering that this was Aelita we were talking about, Carol was pretty sure that it was not the latter. Still, that did not explain why one of the youngest founding Avengers was being so nice to her right now, given how they had left things, and that left Carol a bit baffled. She would have to think about it later, because right now she had a job to do, and she could not afford to be distracted by personal feelings.

"Things have been a little routine lately, until someone decided to crash an alien shuttle down here," Carol replied, throwing a look at the pilot the X-Men had just pulled out from the wreckage. "I'm going to have to ask that you hand the alien over to me so that I can bring him in for questioning at _Damocles_."

"First off, Corsair is not an alien; he's human same as you and me. And second, even if he wasn't, you'd have to get past us first if you want him," Wanda informed the blonde, her hands already coming ablaze with scarlet energy again, while Laura popped her claws, Emma raised a hand to her head, and Lycan snarled challengingly.

Carol looked like she was about to prepare for a fight when Aelita intervened and shouted, "Everyone calm down! Let's not jump right to letting fists and powers settle things." The pinkette then turned to the half-Kree blonde and explained, "Carol, this guy's a friend of the X-Men, and right now, we need his help to find out where most of them are at the moment, but none of us are going to get anything from him in the shape he's currently in so at least let us heal him first."

Carol's gaze shifted between her former teammate and the mutant group as she thought over her options. On the one hand, the man did appear to be human, but then again, Captain Marvel had appeared to be human when she first met him. The fact that the X-Men seemed to trust him also said something in his defense though, and she knew she was already on somewhat shaky ground with the Avengers as a whole, so the last thing she needed was to be in the same position in regards to the X-Men. After considering all of this for another few minutes, Carol finally stood down, landing lightly on the ground to signify that she intended no ill will for the moment, and then helped them move Corsair into the X-Mansion. Though she did warn them that if their story did not check out, she would have to bring him in for questioning as soon as they had patched him up.

* * *

Even after bandaging his wounds and making sure that they had healed as much of his other injuries as they could, it was still at least an hour or so before Corsair regained consciousness, so the two groups still had to wait a while before they could hear his tale. The entire time they were waiting though, every single X-Man present could feel the intense levels of awkwardness between their three guests, right to the point where Laura had to comment that she was not entirely sure that she or Logan would have been able to cut through it. None of the mutants could figure out what it was that was wrong, but at the moment, they were not sure if they could or even should get involved. Not when they had their own teammates to worry about. Things were not really that much better for the three X-Mansion guests either.

For Carol's part, she was not really sure how to approach Aelita or Steve, given how they had parted ways last, and as far as she knew, they probably did not even consider her an Avenger anymore. Sure, she still had her ID card, but that was mostly due to the fact that she had left before they could even ask for it back. In point of fact, she was expecting Steve or Aelita to demand that she hand it over at any second, and that thought honestly scared her a little. Every time she looked over at the two though, she was unable to really gauge what either of them were thinking. Steve just stared off into space as he waited patiently for whatever news they would receive from Corsair, and every time he glanced over at her, it was always with the same, neutral expression that Carol could only associate with the expression of an upset father. Aelita on the other hand was much more friendly, surprisingly, as every time the pinkette noticed the blonde's gaze on her, she would always give Carol a small smile and attempt to strike up a conversation with her, though as to why she would do that, Carol could not tell you. She figured that the Lyoko Avengers would have been the most hurt by what she had done the other day, so the fact that Aelita seemed like she was being this nice to her was perplexing, to say the least.

For Aelita's part, she was in fact trying her best to get Carol to open up to her and at least hear what she had been trying to tell the blonde the other night before she had rocketed away. This was something that Aelita had been trying to do for a while now, but every time she tried to contact Carol, the S.W.O.R.D. agent just would not answer any of her calls. Now though, the pinkette was faced with the problem of how to broach the subject at the moment, and that was leaving her more than slightly perplexed, hence the reason why she was trying to make a bit of small talk with Carol for the moment. Glancing over to Steve, Aelita could not really tell if the super soldier seemed to care one way or the other about whether or not they patched things up with Carol, and that left Aelita a little baffled. Sure, Steve was normally the type to try and let things simmer down before stepping up to resolve them, but he always seemed to honestly care at least a little bit. The fact that he went to the trouble of bringing her and Ulrich out to the X-Mansion along with Peter and Ava after the Avengers' first encounter with Kang could attest to that, so seeing him like this definitely sent up some warning flags for Aelita as a reason to suspect him as being a Skrull.

Those problems had to be set aside for after they had helped the X-Men out, and the first step in doing so was hearing what Corsair had to say. "It started with Lilandra's sister, Deathbird's latest scheme to steal away the throne from Lilandra," Corsair began weakly as he sat on the medical bed in the X-Mansion's infirmary. "She's been trying to take over for a while now, but this latest scheme seemed to be pretty solid because she somehow managed to get some extra help."

"From who," Emma questioned.

"I could hardly believe it, but it was a group of Ravagers lead by Yondu," Corsair replied. When he received nothing but blank gazes, he elaborated, "He's basically a prime example of the worst when it comes to real space pirates. Any of you guys heard of Star-Lord of the Guardians of the Galaxy?"

"Yeah," Aelita and Carol instantly replied, earning surprised looks from just about everyone else in the room. "We had a little run-in with the group a few weeks back," Aelita explained.

"Well, it's because of Yondu that the guy was taken from Earth and became the thief he used to be before forming the Guardians," Corsair stated, and he then returned to his story. "Lilandra reached out to me first, but it took everything I had just get her out of there in one piece before Deathbird could capture us both. Once we were able to reach a suitable communication station, Lilandra called Xavier and the X-Men, and brought them up to us. Under different circumstances, I would've been happy to see my son, but given what we were dealing with at the time, the reunion was soured quite a bit. The fact that Yondu and his crew ambushed us not two minutes later only soured it even more. Somehow, we managed to escape for a bit, but not without some of us getting captured, including Lilandra and Xavier. I was willing to go down fighting, but Scott…he had a different idea. He shoved me into that pod, programmed it to come here, and told me to get reinforcements from the rest of the X-Men. If I had known that there were more of you guys now, I'd probably have brought you up right from the start."

"That probably would've just resulted in all of us getting captured with no one left to save us at all," Wanda pointed out.

"Maybe, but I already had to lose my boys once, and to see so much as one of them get captured like that…I just…" Corsair was not able to finish what he was saying, but no one needed him to do so. They all got what he was trying to say.

"So how do we get back there," Carol asked, having heard enough to know that they had to go out and rescue the others.

"There's a Shi'ar transporter somewhere in the wreckage of my ship for emergencies, but if we increase the power, it should be able to get us onto Lilandra's ship. The only problem is that it'll only work if we're in your planet's orbit. If we try to use it from here on the surface, we might end up being dropped outside the hull of Lilandra's ship, and last I checked, none of us can breathe in outer space," Corsair explained.

"Wait. You mean, we have to go into space," Lycan asked with a hint of concern in his voice.

"If you want to help the other X-Men, then yeah, it's the only way," Corsair stated.

Lycan started to move away as he snarled menacingly. "What's wolf-boy's problem," Carol asked.

"He has a fear of heights, and he doesn't do too well in places with zero-gravity," Laura explained as she attempted to get Lycan to calm down, something she seemed to be better at doing than anyone else. She then glanced over at Corsair and stated, "Though I doubt that's the least of our concerns since none of us even know how to fix an alien spaceship."

"I know a few things," Carol stated, surprising everyone a bit. "What? I work with an organization that deals with aliens on a daily basis, and not only is our base a space station that was once used by Kang, but our top tech guy is also an alien that we liberated from the Kree. It'd be a little weird if I didn't pick up at least a few tricks on how to fix stuff like that."

"Well then, I guess that settles things," Wanda announced. "If Ms. Marvel can help that much, then she and Corsair should get to work on fixing the shuttle as quickly as possible while we get ready. Emma, I need you to call my father and ask him to send Pietro and Lorna over to keep an eye on things here at the mansion while we're gone." She then paused in thought for a minute before she added, "And tell him to also send Blink to keep an eye on Pietro."

"Consider it done," Emma nodded, and she immediately turned on her heal to do as asked.

"Laura, get Jubilee. We'll need her with us as well," Wanda stated.

"You've got it. Let's go Lycan," Laura ordered the wolf-like mutant, who immediately obeyed despite his growling response.

Seeing this prompted everyone who did not live at the X-Mansion to throw a confused look at those who did. Seeing this, Wanda could only smirk a little as she stated, "Lycan has a not-so-small crush on Laura, though she seems to be oblivious to it, or she pretends to be anyway."

"Knowing X-23 and who her father is, I'm guessing the latter is more likely," Aelita stated.

"Yep, and she actually goes by Talon now," Wanda replied.

"Good to know," Steve nodded, and he then left the room, earning him a small, concerned look from Wanda after he did.

"Is everything with Steve all right," Wanda asked.

"As far as I know, yeah. Why do you ask," Carol replied before Aelita had a chance to say anything.

"…No reason," Wanda replied, and she soon departed as well, no doubt going to change into her X-Men suit, leaving Carol, Aelita, and Corsair on their own. Now the term awkward could be applied here, but it could also be argued that things were just tense or uncomfortable. It really depended on who you asked. After a minute though, Aelita had to break the silence and try to approach the topic she had been hoping to talk to her friend about.

"Carol, about the other day…" the pinkette started to say, but that was as far as she got.

"I've got to get that ship back in working order. Corsair, if you're able to move, let's get working," Ms. Marvel stated, earning a quick nod from the space pirate a minute later, and the two were soon out of the room.

Aelita could only sigh in exasperation before reasoning that Carol was right to focus on business for the moment. Right now, rescuing the captured X-Men came first and foremost, and everything else could wait until later. So, she simply resolved to talk to Ms. Marvel about the matter later and headed out to do what she could to help the others get ready for the upcoming mission. It was not like she had to do anything in order to prepare. All the pinkette had to do was tap her wrist watch and she would be suited up and ready to go, so she might as well do something to help out.

* * *

Corsair proved to be extremely instrumental in getting the shuttle back in working order to the point they needed it at, and Carol's assistance definitely helped to shorten the amount of time it would have taken to get it done, but all the same, it did still take quite a bit of time to finish. In point of fact, it took enough time for everyone to change into their hero-attires, and for Aelita to take a moment to call the Mansion in order to let the other Avengers know that she and Cap were going to be taking a little longer with their mission than they had originally intended. She was glad that Janet did not ask her to go into further detail, but she was also glad that none of the Xavier Institute residents were around when she made said call. The pinkette was pretty sure that they would have felt a little offended if they heard Wasp say that no explanation was needed beyond Aelita saying that the X-Men were in trouble. Although, Aelita did get the chance to mention that Carol was with them before Janet hung up, and the size-changer did not hesitate in encouraging Aelita to continue her attempts to speak with Ms. Marvel. Unlike the repairs to the shuttle though, that was easier said than done.

Every time Aelita tried to approach Carol about the subject, she almost always found something else to do that was likely more important or just changed the subject before they could get more than two words into the matter. There were times when the blonde had even resorted to just leaving the room when she saw Aelita coming over to her, and Carol's efforts at dodging Aelita were turning out to be so well-executed and plentiful, that the pinkette was sure that her boyfriend probably would have been green with envy, or that he would have at least made a joke about how he was supposed to be the one who constantly dodged bullets. If it was the latter though, Aelita would have pointed out that she was not trying to throw anything like that at Carol. All she really wanted was to talk with the blonde about how things had gone down that night at Avengers Mansion, and Carol's continuing efforts to evade Aelita were starting to wear on the first Lyoko Warrior's nerves a little. Aelita had been hoping that she could focus on the matter of talking Carol above anything else, but right now, saving the X-Men and the Shi'ar came first.

While Corsair and Carol were fixing up the shuttle, the present X-Men took this time to carry out the assignments Wanda had given them while also changing into their uniforms, and from a single glance, one could tell that neither Scarlet Witch nor the former White Queen had changed their suits at all since the last time Aelita had seen them, save for the X-Men emblems that Emma now wore on her belt buckle and on the fastener for her cape. Lycan did not change at all, since he already seemed to be suited up, while Laura changed into the black, sleeveless shirt, gloves, and pants, knee length boots, and yellow belt that made up her own X-Men suit. All that remained of this group was a young woman that neither Aelita nor Steve had met yet, who they quickly reasoned to be this Jubilee person that Wanda mentioned earlier. The girl in question had lightly tanned skin and dark hair, and wore a pink shirt with a yellow X-Men symbol pinned on over the left side of her chest, blue short shorts, blue boots, and a yellow trench coat while pink sunglasses sat atop her head. Judging by her appearance, it was easy to tell that Jubilee was probably the youngest person in the room, but if Wanda wanted the girl with them on this, then she must be either very powerful or very skilled, so Aelita and Steve just let it slide for a moment. It did not stop the pinkette from softly chuckling when the girl had a little fan-freak-out after seeing her and Cap, though.

Despite the fact that the team was suited up by the time the ship was fully repaired, they were still not ready to move out, because Wanda insisted that they should not leave until Quicksilver, Polaris, and Blink had arrived to watch over the students and the X-Mansion while the only present instructors were gone. Even after said three had arrived from Genosha, it was still several minutes before they had finally departed due to Wanda going over every single detail of what she needed the three to do while they were gone, along with what they should do if they were gone for more than a few days at least. Of course, she was directing most of this at her brother, just to make sure he understood everything, and a lot of what she told Blink and Lorna was in reference to how much they needed to keep an eye on said brother while he was at the home of the X-Men. This was not because she did not trust him, but more because she knew how Pietro could be most of the time, especially when he was left in charge of such big responsibilities.

After putting up with listening to Wanda drilling them for so much, Pietro finally had to cut in and said, "Wanda, seriously, if the X-Men are in as much trouble as you say, just go already. We've got this."

"You'll excuse me if I want to make sure I'm perfectly clear on what needs to happen while we're gone, Pietro," Wanda frowned in reply. "Now do you understand everything that I've told you to do?"

"No worries, Wanda. We've got this," Lorna assured her sister with a wink.

Wanda threw a slightly withering gaze at her twin brother as she awaited his answer, and after a minute or so, Pietro finally smirked and said, "You know, I'm twelve minutes older than you."

The older Maximoff sister just smirked in reply with a small chuckle before she and the rest of the team heading into space boarded the shuttle. Although, Lycan did have to be pushed aboard by nearly the entire group, but once they were all on, they were blasting off into Earth's orbit. When Cap asked if S.W.O.R.D. would try to intercept them, Ms. Marvel instantly assured everyone that she had already cleared things up for them a few minutes before they had lifted off, and soon enough, they found themselves in position for their teleport attempt. It was at this point that everyone could feel a slight creeping nervousness building up in their guts, and Corsair could see it plain as day, so he informed them all that this was their last chance to back out if anyone wanted to. No one took said chance, and a minute later, they were all gathered around and preparing for their jump to the Shi'ar ship that the X-Men were being held aboard, with Corsair stating that they would most likely appear in the cargo bay that was closest to the holding cells the X-Men were likely being kept in.

Once they were all gathered up and ready, the group was encompassed by the shuttle's teleporter system, and in a flash of light, they found themselves in the middle of an alien ship that was nowhere near Earth, as they could tell from just a simple glance out a nearby window. They immediately tensed up, waiting for something or someone to jump out and attack them, but when no one came, they relaxed their guard, albeit slightly, save for Aelita, who was focusing her super hearing in case someone was watching them from the shadows and waiting for them to relax enough to be taken by surprise, with Emma doing the same with her telepathy. After a few more minutes of nothing happening, Corsair silently motioned for everyone to follow him, and they were soon on their way out of the cargo bay and to wherever he believed the X-Men were being held. Aside from quietly taking out a guard or two, the gathered heroes did not really encounter all that much resistance, but while some would say that they were just being dealt an incredible deal of luck, most of the group was only put further on edge by this.

You did not need Laura or even Lycan's enhanced sense of smell to know that something was seriously off, because they really should have encountered at least one major force of resistance by now, and yet, they had encountered nothing. No Imperial Guards, no soldiers, and not even any of these Ravagers that Corsair had warned them about. It was all just too convenient to be a coincidence, and everyone was able to recognize that, but still, they could not let that stop them. They had friends who were depending on them to rescue them, so if they were walking into a trap, they had no other choice but to spring it and hope for the best.

As they were going, Wanda glanced back at Aelita and Steve and decided to inquire as to why they had come to the X-Mansion in the hopes of speaking with Logan in the first place. When the two just said that they would explain later, she let it slide and decided to ask about another topic of interest to her. "Is there something going on between you guys and Ms. Marvel?"

"Well…kind of," Aelita admitted, sheepishly, knowing that Carol was likely able to hear what they were saying. "See, the other day, we were informed of something that caused the team to get seriously split, and well, Ms. Marvel was on the opposing side of the vast majority. Honestly though, I think that if we had all calmed down a bit and allowed cooler heads to prevail, we would have been able to see how we were all in the wrong on the…argument, if you would. Honestly, I'm sure Ms. Marvel thinks we probably kicked her out or something, but that just isn't the case. I just wish she would let me talk to her long enough so that can explain everything to her."

Carol did indeed overhear what Aelita was saying to Wanda, and it honestly gave her something to think about. Looking back on what had happened that night, she could see that maybe she had presumed a little too much before she left Avengers Mansion, but what else was she supposed to think? She had been trying to do her job as an agent of S.W.O.R.D., and she had ended up being the bad guy in the eyes of the other Avengers. Sure, maybe she had jumped the gun a little, but if Nick Fury thought that Hawkeye was a Skrull, then that should have been enough, right? After all, this was Nick Fury; the world's greatest, if not _the_ super spy. Sure, he made some mistakes in the past, like with Graviton, but a lot of the time, he was not exactly wrong, especially when it came to something this serious. Of course, it was this line of thinking that had gotten her on the Avengers' bad sides in the first place, but Carol was not quite able to see that yet, and now was not the time for her to really think about it that much either, especially since it seemed that they had reached their destination.

"I'll need a minute to hack the lock so that we can get inside," Corsair said as he kneeled down at the electronic lock so that he could connect a device that would carry out the required task. Before he could start though, Aelita stepped up, raised both hands to the lock, and started humming her usual song for her creativity powers. A couple minutes or so later, the lock had released, and the door whooshed open with ease. "Or you could just do that. How did you do that?"

"Alien or not, it's still an electronic lock, and at the basic level, they all work the same, which means I can open them with one of my powers," Aelita shrugged, modestly, though to others, it did sound a bit like she was boasting.

"Angel Guardian impressive. Not like Alpha Magneto, but still impressive," Lycan admitted, startling the pinkette a little, since she had not heard him come up behind her.

"Please stop doing that," Aelita wearily requested as she joined the others in proceeding forward. Lycan just snarled in response, earning him a reproachful look from Wanda and Laura, but he shrugged it off a minute later and moved on with the others.

All irritation and weariness suddenly became replaced with concern when the group noticed Corsair started to look a little frantic after he checked a few of the cells. "Corsair, what's wrong," Wanda asked. "Are they not here?"

"No, some of them are here, but I can't find Scott, Xavier, Wolverine, Jean Grey, or Lilandra," Corsair reported. "I can understand maybe some of them, but why Scott and Wolverine?"

"Considering the types of things that Logan has escaped from in the past and what he's capable of, along with the fact that Scott's the X-Men's leader, it makes a lot more sense than you'd think," Emma shrugged.

"Who have you found so far," Captain America asked.

"Just Shadowcat, Beast, Gambit, and Rogue so far," Corsair reported.

"Hey, I've found Iceman over here," Jubilee reported from where she was.

That ended up being the last X-Man that they could find, leaving Colossus and Storm as the only other X-Men who were missing at the moment, and the group bewildered on where they could even look for them, including Corsair, who was even more worried when he did not find any of his crew among the current occupants of the ship's holding cells. Still, they were not going to leave any of the people they did find where they were, and Aelita quickly set to work opening up the cells with her powers. They then quickly set to work freeing the X-Men of their restraints, but that was when the trap was finally sprung, and every other door leading into the room burst open to reveal Shi'ar soldiers and a gang of aliens who seemed to be dressed in a fashion that was suitable to low-life thugs or pirates, who the heroes could only assume were the Ravagers. A minute later, an alien with blue skin, a red Mohawk, and decked out in a long brown trench coat stepped forward from the crowd of Ravagers laughing at the gathered heroes, and judging by how the Ravagers were willing to let him stroll past them without a care in the world, they could only assume this was Yondu.

"Well now, isn't this a fine thing," the blue alien said. "We set a trap to ensnare the mighty Corsair, and we get a bunch of Terran Heroes as well. A few new X-Terrans if I'm guessing right by the little emblems on them, some fella with a star, a Kree woman, and a…hmm, not sure how to describe the pink one, beyond interesting. Last time I saw a Terran I thought was interesting, I raised him to be a Ravager, only for him to betray me, steal my money, and then go off and play hero."

"Funny, the way I heard it, you actually abducted Star-Lord when he was just a kid," Aelita quipped in reply. "I'm guessing you're Yondu, right?"

"Oh, so you've heard of me, have you? Has Quill been tellin' you stories about me, or was it this sorry excuse for a pirate, Corsair," Yondu asked.

"Enough games, Yondu! What've you done with my crew," Corsair snarled as he pulled out his sword and pointed it at the blue Ravager.

"Oh don't worry. They're all fine. I let 'em leave in peace so long as they promised not to come back here unless it was with you in tow. I was sure they wouldn't do that though, right loyal lot you got there, I'll admit, but then again, I knew you was too soft to not come back and help the little Shi'ar girl and these other Terrans, so there was no reason to worry about whether they would or not," Yondu shrugged. He then let out a quick whistle, and an arrow suddenly whisked into view and begin spinning around the heroes in a threatening manner. "You lot on the other hand, won't be so lucky."

Despite the arrow in their faces, none of the heroes were worried. Instead, they were just preparing for a moment to jump into action, and the moment that they saw the X-Men that they had recently freed start to stir, they did just that. It started when Emma suddenly shifted into her diamond form, while Jubilee shouted for everyone to cover their eyes as her hands lit up with the energy of her fireworks, which she instantly threw at Emma once her body had completely turned to diamond. The minute the light blasts hit Emma's diamond form, everyone who was not shielding their eyes was completely blinded by an incredible explosion of light, leaving every Shi'ar soldier and Ravager disoriented, and giving the heroes a chance to strike back and take out anyone who was not with them. When the light had finally faded, all of the heroes were standing tall over their opponents, including the recently freed X-Men. Of course, that did nothing to stop the alarms that were currently blaring from going off, signaling not only that stealth was no longer an option, but that if they wanted to free Lilandra and the others, they had to move fast.

The team all scrambled for the nearest door that would lead further into the ship, knowing that it was the only direction they could go which would likely lead them to the others, and since Corsair said Deathbird would likely keep more important prisoners in a location that was in such a position, that made the decision all the more sound. Aelita and Carol immediately took to the air and let loose some covering fire, destroying any defense armatures that impeded their path, while Emma, Talon, Lycan, and Beast took point, due to the fact they had abilities that allowed them to sense incoming dangers better than the other. Captain America and Scarlet Witch brought up the rear, since they possessed the best defensive abilities to cover the group from any surprise attacks that came from behind, leaving everyone else in the middle and ready to act at a moment's notice. When they came to doors that would have proven too difficult to blast through, they were all insanely grateful that Shadowcat was there, because she simply phased through and opened it from the other side for them, removing the need for any hacking to be done by Corsair or Aelita. That did not mean they always took such simple routes, as there were times that they blasted their ways in, be it through the use of Gambit's powers, Ms. Marvel or Angel Guardian's energy blasts, or really some other way that was available to the group.

When they encountered more groups of Ravagers or Shi'ar soldiers, Beast, Rogue, and Iceman were happy to subdue them in a way that was relatively quick and painless, assuming they were able to get close enough before Gambit tossed some exploding cards at them, or before Laura and Lycan could sink their claws into them. This meant that there was quite the trail of enemies left frozen in ice, or just unconscious due to getting so much as a tiny tap from Rogue, or just being slashed apart by Talon or Lycan, but at this point, they were well beyond the point of caring. It was not like they did not already at least have an idea on where they were heading, so there was no point in not leaving a trail of defeated enemies in their wake. Unfortunately, no amount of brute strength or subtlety could have prepared them for what lay in waiting beyond the next door.

When they entered the next room, they were instantly greeted with the sight of Xavier, Cyclops, Jean Grey, Colossus, and Storm all locked up in chains, with a kind of collar around each of their necks, and held in some sort of device that was not likely to have any sort of friendly or safe purpose for the prisoners inside of it, and while there was still no sign of Lilandra, it was the woman who was present that had sent chills through everyone's bones. Despite the beauty of her fair skin and very impressive figure, the dark look in her eyes would cause any person to tremble a little in fear, and the impressive looking purple armor she wore only enhanced that fact, along with the large wings that extended out from her back. She seemed to carry a trident in one hand, while a type of crown similar to the one Wanda wore in her Scarlet Witch attire rested atop her head, and from the regal stance she held, one would think that she was either of royal blood or believed she was meant to rule. Of course, if you asked the woman in question, she would say that it was both. This was Deathbird herself, and she did not seem the least bit threatened by the heroes. If anything, she appeared more amused than anything else.

"So, this is your best attempt at saving the Terran heroes, Corsair. Pathetic," Deathbird chuckled. "The only one of them who could prove to even be the least bit of a threat would be the woman with powers of the Kree."

"Then I guess you won't mind if I show you how much of a threat I really am," Carol replied, and she then charged Deathbird at nearly her maximum speed, ignoring any warnings that Aelita or the others tried to shout out to her when she did. The blonde really should have listened to the others, because a moment later, she had slammed right into an energy barrier that sent her back a couple feet. This was not going to be a problem for Carol, since she could absorb energy, but before she could make another move, something suddenly stabbed her right in the neck, and afterwards, it felt like something was stabbing into several other weak points on her body, until she finally dropped to the ground, unconscious.

The entire group could only stare in horrified shock, even as an arrow suddenly whisked out of the last point that Carol had been stabbed and back over into the holster on Yondu's leg as the blue alien smirked at the group. "See now, the reason why Deathbird said the girl would have a chance was because I know from my time with Quill where all the soft spots on a Terran are, be they normal Terrans or ones who are part alien, even if the alien part is Kree," Yondu smirked as he strolled around to stand next to Deathbird. "Though I will admit, she was a bit more difficult to bring down than expected, hence why I hit just about all those soft spots."

That was the last straw in Aelita's book, hence the barrage of energy fields that were sent flying at both villains. Unfortunately, those energy fields were all dispersed once they hit the barrier that Carol had slammed into earlier, but that did not stop Aelita, as she simply charged her fists with energy fields and charged in to slam said fists into the barrier. This attempt was just as successful as her previous one, and it was not helped at all even when the others who were able to joined in, much to the amusement of the two villains before them. "Don't bother. The only chance of breaking through that shield is with a vast amount of kinetic energy, which only the Kree woman could utilize. None of you have the brute strength to break through it, and any energy blasts you use will only strengthen the field," Deathbird boasted. "Now then, if you fools will excuse me, I have an execution to attend to. Namely, the execution of my _dear sister_ , Lilandra. Oh but don't worry, you'll all be joining her soon enough."

With that, Deathbird left after leaving Yondu to watch over the prisoners, some of which were still trying to break through the barrier, but with more desperation than before. After finally accepting that energy attacks would not work, everyone in the group with incredible, physical strength, such as Beast, Talon, Lycan, and even Captain America started trying to punch their way out. Even Emma started to pitch in by using her diamond form to break through once she realized that she would not be able to use her telepathy to convince their captors to release them, but they only succeeded in weakening the barrier for a short time, and never lasted long enough for it to matter, since it would always return to full strength soon after. While they were doing that, Corsair and Aelita set to work on freeing the X-Men who were still in chains, though they did require someone to carry Xavier, since they did not currently have anything to substitute for his wheelchair at the moment, and once they were done with that, Aelita turned her attention to the woman who Deathbird said would stand the best chance of freeing them.

Yondu had been not been lying when he said he was thorough in his efforts to subdue Carol, as nothing Aelita tried was able to rouse the half-Kree woman, and after a while, the pinkette was starting to become desperate and really worried. Ever since meeting Carol after she became Ms. Marvel, Aelita had never once seen her get knocked out at all, let alone like this, save for when the Kree had invaded. Sure she got thrown around and hit pretty hard, but she had always managed to shake it off and hit back just as hard, if not harder. The fact that she was able to match the Hulk in brute strength, and even threw him across a room just the other day could attest to how durable and strong Ms. Marvel normally was, and seeing her out like this was not only concerning, it was almost terrifying for Aelita. Apparently that feeling was shared by some of the others as well, if you were to judge by the looks on their faces as they either watched Aelita try to rouse the blonde or even tried to help out however they could.

When it started to look like Aelita would not be able to wake her up anytime soon, the team started to consider some other options for escaping. Xavier, Jean, and Emma all tried to persuade their captors to free them telepathically, but Yondu was able to prevent anyone they managed to reach from getting too close to the controls. When asked as to why their telepathic powers were not working, Xavier explained that the room was made with some sort of device that would either cancel out or severely weaken telepaths, so that option was quickly put aside. At one point, it was even suggested that Wanda try using her probability powers on the generators, but she stated that it was not likely to work since she did not know exactly where the generators were, and there was just as likely a chance she could end up making the barrier stronger. When they asked Aelita if she could attempt to disable the generators with her creativity, the pinkette gave the same negative response as Wanda. Corsair was quick to point out that Aelita had managed to disable a lock with her powers earlier, but Aelita immediately argued that even if it was of alien origin, at its most basic levels, an electronic lock on an alien ship was just the same as any other similar lock on Earth. The barrier generators were a different story, because she would need to know something a little more accurate about its basic designs, since it no doubt had a few differences compared to the ones that she had seen used on Earth, and if she was not careful, she could end up doing something that would be counterproductive or even something very harmful to everyone in the room. Plus, she also needed to have a direct line of sight to where the generators were placed, and since they could not see one, they put that option aside as well.

They kept going through different ideas one after another, until finally, Aelita came up with something that just might work after looking up from Carol to one particular X-Man in the room with them. "Rogue, you could do it. You could break us out of here," Aelita exclaimed.

"What? Ah think ya lost meh," the southern girl stated, and the others were immediately throwing expressions that said the same thing.

"Use your absorption powers on Ms. Marvel, and use her strength to break down the barrier and get us out of here," Aelita quietly ordered in explanation, making sure that Yondu and the guards could not hear her.

"What?! Are ya crazy," Rogue nearly shouted, though she somehow managed to keep her voice down to a low enough level so that they would not garner attention. "I may have used my powers on a large variety of different people before, but never someone who was half-alien! More to the point, if Ah use mah powers on someone even when they're at full strength, they would end up feeling seriously drained, and if Ah hold on for too long, they could end up in a coma at best, and in Ms. Marvel's current state, Ah don't think it would be safe to absorb her at all. She could end up being out for even longer than she would be if we left her alone, or I could put her in a coma that she might not ever wake up from, and that's the best case scenario!"

"We've already tried everything else that we can. This might be our only shot if we want to help Lilandra," Aelita argued.

Now Rogue was worried for several, rather conflicting reasons. She knew that Aelita had a point. Ms. Marvel's strength was the best chance they had of escaping at the moment, and the southern-born X-Man was the only one with the power to gain that kind of strength quickly enough without the use of energy powers. Still, that did not change the fact that if Rogue did use her powers on Ms. Marvel, there was a chance that if the blonde was hurt enough, she could put said blonde into an even worse condition. Was that the price they would have to pay for their freedom? Possibly rendering one of Earth's most powerful heroes comatose for a possibly indefinite amount of time at best, just so they could get free and stop one intergalactic threat? Rogue hated having to use her powers on others in general, even when the situation called for it, since she knew what happened to the people she used her powers on, but using them on someone who was in Ms. Marvel's condition was something she hated more than anything, to put it mildly. Looking around at the others, they could see that while some of her teammates understood how she felt, everyone else had a slightly pleading look behind that understanding that was begging her to do what was being asked right now, and that only served to make her even more worried.

Seeing her friend's distressed state, Wanda was soon next to the girl with two-toned hair, and placed a hand on her shoulder as she said, "Rogue, I get that you're not okay with using your powers on someone, especially when they're like this, and if it were possible for us to find another way, we probably would have by now. Plus, we may not have time to find any other way, given Lilandra could be dead at any minute, and if we take any more time trying to find another solution, who knows what that whistling toad might do to us. Just remember, we're all right here with you."

Rogue glanced between everyone around her that she could one last time before she finally nodded with a silent sigh, and she quickly pulled off one of her gloves before making her way over to Carol, who's head was now resting in Aelita's lap. Looking to the pinkette one last time to make certain that she was sure about this, Rogue received a confident yet still somewhat hesitant nod in response, indicating that Aelita was just as nervous about this as she was. Somehow, that made Rogue feel a little better about this, but not by that much, and that was why when she finally reached out to Carol's face, it was still at a slow, worried pace. When Rogue's bare fingers finally made contact with Ms. Marvel's skin, Rogue could feel the sudden rush she always felt when she was using her powers flow over her, but there was something different this time. Not only was she feeling energy flow into her, but it was energy unlike any she had ever felt before, and it felt a bit intoxicating to her. It was not like a drug or anything, but more like a favorite food or drink that you just could not get enough of, but still, Rogue knew that she had to let go at some point if they wanted a chance for Carol to eventually wake up later on. Right when she reached the point when she felt like it was enough and started to pull back though, something unexpected happened.

It must have been clear that there was something wrong to the others as well, because Aelita noticed that Carol was becoming unnaturally pale, and it was no doubt due to the fact that Rogue had not let go yet. "Rogue, that's enough! Let go," Aelita told the mutant.

"Ah…Ah can't," Rogue exclaimed. "Ah don't know what's wrong, but Ah can't let go! It's lahke mah hand's glued on or something!"

If you had not been looking at Rogue, or if you just did not know her at all, you would think that she was lying about that because of the rush that her absorption powers were giving her. Luckily the X-Men did know Rogue, and Aelita was looking right at her, so she could see that the southern girl was trying with all her might to get her hand off of Carol's face, right to the point that she was pulling back on her arm with her free hand. Seeing this prompted Aelita to start helping Rogue separate herself from Carol by pulling on Rogue's arm while she held the blonde in place, but even then, it did not seem the mutant's hand was going to budge any time soon. Wanda soon joined the attempts to separate the two women from one another, followed by Lycan, Talon, and even Logan, who was now fully conscious again. When Cap jumped in to help as well, one could not help but think that this was a very dark twist on what would normally be the cause for wanting to pry two people off of each other. Finally, after one last, hard pull, they managed to free Carol from Rogue's grasp, sending both sides of the little tug-of-war tumbling back a little as a result.

Logan, Wanda, and a majority of the other X-Men who were able to were all immediately next to their teammate while Steve and Aelita checked over Carol, and while she did seem a little woozy, Beast confirmed that Rogue would indeed be all right. Rogue on the other hand, was more concerned about the other woman that had been involved in that excitement than she was herself. "How is she," Rogue asked, praying with all of her heart that she had not been forced to hold on for too long.

Neither Avenger spoke for a minute, mainly because they were checking over Carol in any way that they could to make sure she was at least alive, but their silence only served to make the mutant heroes and Corsair all the more nervous. Another minute of silence passed until Aelita finally looked up and said, "She's okay. She's definitely still alive, but she's definitely not going to wake up any time soon. I won't know anything else for sure until we've gotten her to an actual doctor with proper medical facilities."

"Perhaps I can assist with that," Beast offered as he came over and started his own examination of the blonde. Knowing that Hank McCoy did have a great deal of medical training, Aelita had no qualms about letting him check out her friend, but the expression on his face after he had checked her over did not give her any good feelings about Carol's status. "From what I can tell…it seems that she's comatose. That's really all I can say for the moment, but as to whether or not it's long-lasting or not is something that we'll only know for sure once we've returned to Earth or brought her to a medical facility here."

Aelita's heart sank deep into the pit that had already formed in her stomach after hearing the first part of Hank's explanation. She was glad that Carol was not dead, but hearing that she was in a coma was not really much better news, especially since they did not know to how great of an extent said coma was. Knowing what she did about such things, Aelita knew very well that there was a chance that Carol might not wake up ever again, especially if they did not get her medical treatment soon, and upon glancing in Rogue's direction, the pinkette could see that the X-Woman was just as distressed by this news as she was. Another glance in a different direction allowed her to see that Captain America did not seem affected by this news at all, and she knew that it had nothing to do with his training or experiences as a soldier, because she had seen him react to friends being hurt at least a little bit before during past missions. In her eyes, this would have probably confirmed that Steve was indeed the Skrull who had infiltrated the Avengers, and she likely would have blasted him right then and there out of anger, but right now, they had more important things to worry about, starting with their escape from the force field that they were trapped in.

Turning her gaze towards the barrier, Rogue's eyes narrowed in both anger and concentration before she raced forward and slammed her fist into the barrier. The results of said blow sent out a kind of shockwave that they were sure had been felt by everyone on the ship, but when they saw that the barrier had been weakened far more than it had been by everything else that they had thrown at it just from that one punch, not one of the heroes saw any reason to care, and Rogue took that as a reason to strike it again, and again, and again. In point of fact, she continued hitting it as much as she could, barely paying any mind to when Yondu rolled his eyes and tried telling her to give it a rest as she did, until finally, the sound of shattering glass exploded throughout the room, and caused a massive explosion to fill the whole room with smoke, blinding the Ravagers and Shi'ar soldiers.

While Yondu and his men were completely blind to what was going on, the X-Men and their allies had an advantage over them, and that was the fact that they had three telepaths to help direct their attacks. With that in mind, it was no surprise that the heroes were able to knock out all of the opposing Shi'ar and Ravager forces thanks to directions from Jean Grey, Emma Frost, and Professor X, and Yondu could tell that they were all being taken out just from the pained grunts and groans all around him. When the smoke started to clear up, Yondu started to catch sight of a faint ally that he knew had to be one of the Terran heroes, but just as he was about to whistle at his arrow, a soft singing voice reached his ears, and a minute later, he found his mouth tapped shut. Yondu instantly tried to pry said tape off of his mouth, but it did not matter how hard he pulled, because said tape just refused to budge. His attempts were soon halted when he registered that someone was standing over him, and he instantly glanced up to see the pink haired Avenger from earlier, glaring down at him.

"You know, in my opinion, a weapon that only works if you can whistle at it is really not a bright idea," Angel Guardian remarked to the blue alien, and that was the last thing that Yondu heard before he was knocked out by Aelita.

* * *

Deathbird had actually been enjoying herself a moment ago. There was just something about watching her sister's slow, agonizing execution that gave her chills of excitement, and it was only made more enjoyable when Lilandra finally could not suppress the urge to scream in pain. Sadly, her fun soon came to an end, but it did not come in a way she had expected nor approved of. She did not need the ship's alarms to start blaring to know that something was wrong, not when the ship had suddenly shook under the force of an explosion that could only have come from somewhere onboard the vessel, and given their recent guests, she had a pretty good idea as to what the cause was. Then again, it should not have been possible for the Earth heroes to have broken free of their prison without aid from the half-Kree woman, Yondu had promised her that, so she did have to wonder if there was indeed another reason for all of this, or if the Ravager had simply played her for a fool. She did not like the idea of being tricked by some low-life, and she liked the fact that Yondu and her men were not responding to her calls even less than that.

"What the hell is going on down there?! Yondu?! Guards?! Someone answer me, right now," Deathbird shouted into her communicator, only to receive nothing but static in response.

It was not until she was about to try and call someone once again that she did get a response, only it came in the form of the door being blown open, drawing everyone's attention towards it. The minute the smoke cleared, Deathbird, Lilandra, and everyone else in the room had a clear view of Angel Guardian, Captain America, Corsair, and all of the X-Men standing tall and ready for whatever action that was thrown at them, while Professor Xavier simply rolled in on a hover chair that the group had found while they were making their way up. Further study of the group would have allowed one to see that Ms. Marvel was currently resting on Aelita's back, but Deathbird was too infuriated at both the heroes' sudden intrusion and the fact that they were freed from their previous confinement to really care. All it took was a simple command, and the Shi'ar soldiers were instantly charging the Earth heroes, while said heroes scattered to counterattack and get someone over to Lilandra. Jean handled a majority of the defensive matters for the group by throwing up a telekinetic shield wherever she could, and when she could not do that, Iceman easily created a wall of ice as an easy substitute, leaving everyone with long-range abilities to fight back without much worry. As for everyone who only fought up close, they were quick to follow Wolverine, Talon, and Lycan in just charging in, mostly because the three were able to subdue anyone who was either brave or stupid enough to try and fight the three head-on, and anyone that was left was easily knocked out by Shadowcat, Beast, Gambit, Corsair, Captain America, and Rogue, who surprisingly still had the strength boost she gained from Ms. Marvel earlier. Despite whatever advantages and abilities that the heroes had at their disposal though, it did not seem to matter all that much.

Every time one of them got close to approaching Lilandra, they were quickly forced back by a barrage of laser blasts or a sudden swarm of soldiers. Some of the heroes could not help but wonder where all these alien soldiers were coming from, but that was only a small minority given the fact that they were clearly running out of time to get to Lilandra so that they could free her. Cyclops and Captain America were both doing their best to formulate an effective plan that would get them through to save Lilandra and stop Deathbird, but every idea they came up with always seemed to crash and burn at some point for some reason. Then again, it was not like it was easy to think of an effective strategy when you were right in the middle of a very intense battle, and when Deathbird finally joined in on the fighting, it did not become any easier. Not only did she hold an advantage over most of the team by being able to fly, but she also proved to be a very efficient and deadly combatant with and without the spears that she carried, leaving very few openings for any of the heroes to take advantage of, including Aelita, who was the only one who ever got closest to dealing any kind of blow to the villainous sister of Lilandra. Aelita probably could have done more to help, but she was a little too busy trying to make sure that Carol did not slip off her back to really put all of her focus on the fight.

That soon changed, because at one point during the fight, Aelita had to spin through the air in a way that caused Carol to finally fall from her back, and right into the line of fire from some stray energy blasts, much to Aelita's horror. When the energy blasts hit Ms. Marvel though, they only caused an aura of energy to light up around her before they were absorbed into her body, and the blonde simply landed a few feet away from Aelita. Seeing this, Aelita could only stare for a moment, looking between the shooters and Ms. Marvel's unconscious form, until finally she slapped her forehead and muttered, "I can't believe I didn't think of that sooner. And I used to call Odd a dumbbell."

Anyone who had heard the winged Lyoko Avenger could not help but pause for a minute to shoot her a confused look for one reason or another, and their confusion soon became replaced with shock when Aelita formed a massive energy field in her hand and threw it not at any of her current enemies, but at Ms. Marvel! When the energy field struck, it seemed to be absorbed into Carol as well, and Aelita then threw a second, similarly sized energy field at the blonde, which was also absorbed. It was at that point that Lycan and Wanda finally stepped in and managed to stop Aelita before she threw any more attacks at her teammate. "What are you doing? You crazy," Lycan growled.

"I thought she was your friend, Angel! Why are you attacking her, and while she's unconscious for that matter," Wanda demanded.

Aelita's only response, aside from a barely suppressed shiver at Lycan coming out of nowhere like he had again, was to simply smirk at the two and say, "Wait for it."

A second later, a bright, yellow glow suddenly lit up the room, putting all the fights on pause as everyone directed their attention to it, and they were all shocked to see that Ms. Marvel was now wide awake and floating up into the air with her whole body blazing with energy, while her eyes were narrowed viciously at any and all Shi'ar in the room who were not Lilandra. When her eyes finally found Deathbird, Carol shouted, "I said I would show you just how much of a threat I am, and I intend to follow through on that promise, bitch."

An instant later, Ms. Marvel had blasted forward and knocked Deathbird through the wall on the other side of the room before anyone could even blink, leaving only the Shi'ar soldiers in the heroes' way of freeing Lilandra. The soldiers were much easier to deal with now that their leader was distracted, and it was not long before Xavier, Lycan, and Logan had managed to free Lilandra from her imprisonment, for which she was very grateful, and shortly after, Deathbird had fallen from the air, battered and bruised while Ms. Marvel stood triumphantly over her. You would think that would be the cue that Deathbird needed to concede defeat, but in reality, it only spurned her on, and she was soon shoving Carol aside with both her wings and the closest one of her spears she could grab hold of. Seeing that prompted all of the heroes to attack and focus solely on Deathbird, until only Ms. Marvel and Rogue ended up being the only ones left to hit her, and they both did so by leaping right at the winged, alien villainess, and hitting her with everything they had with a single punch each. Before Deathbird could hit the ground though, Aelita and Cap had blasted her into a wall with an energy field and an energy shield, respectively, putting an end to the treacherous sister of Lilandra. Of course, everyone else was a bit more focused on something else at the moment: the fact that Rogue had not come down after her recent jump attack, and was now floating in the air alongside Ms. Marvel!

"Uh…this is new," Rogue commented in surprise.

Ms. Marvel on the other hand glanced between the mutant heroine and everyone else in the room before she finally asked, "What did I miss while I was out?"

"It's a long story Ms. Marvel," Aelita said as she spread her own wings and then flew up to Carol so that she could wrap her in as tight a hug as she could manage. Carol was a bit shocked at first by the gesture, but still smiled nonetheless and returned the pinkette's hug with a strong one of her own, bringing smiles to everyone's faces.

The moment was soon killed though when a hole was suddenly blasted into the wall, revealing the Guardians of the Galaxy on the other side of it, ready for action. "Someone call about a problem in the Shi'ar leadership," Star-Lord quipped with an element blaster at the ready.

Everyone in the room who could just shot the Guardians a deadpan look until Captain America said, "You're a little late."

"No kidding. Where the hell were you guys," Corsair demanded with a cross look.

"Uh…we had a little engine trouble," Nova simply replied while throwing a look at Rocket along with the rest of his teammates.

As the gun-toting rodent started protesting about how it was not his fault, the others simply shrugged things off and decided that they would be better off just helping Lilandra set things back in order before they finally went back home.

* * *

Getting things back in order for the Shi'ar was a simple matter with the X-Men, the Guardians, Corsair, and the three present Avengers lending a hand, though no one could help but notice how at one point Lilandra and Xavier had "conveniently" disappeared for a moment. Aside from that, the only other notable things that really slowed their progress by that much was how Corsair and Cyclops had decided to take a moment to catch up, and the fact that Star-Lord seemed intent on flirting with Kitty whenever he could. No one could really fault the former two for what they did, after all, it had been who-knows-how-long since Scott and his father had last seen each other, but in the case of the latter two…well, let's just say that Bobby made his displeasure at Quill's actions very well-known to the half-Spartaxian. Kitty on the other hand did not seem to mind it that much, and could not help but shoot Bobby a mildly annoyed look every time he tried to start a fight. By the time they had finished up, Scott and his dad had felt sufficiently caught up with one another, while Quill had given Kitty a communications device she could use to call him in case she wanted to stay in touch, earning him both a small smile and a wave from Kitty as the Earth heroes teleported out.

That was a few hours ago, and needless to say, Aelita and Steve were glad to see that they had only been gone long enough for night to have fallen on Earth. Of course, they were also glad that they could finally get down to business on the matter that had brought them to the X-Mansion in the first place, which they did as soon as they had a chance to talk to both Logan and Professor Xavier, with Ms. Marvel sitting off to the side as a neutral observer. The head of the Xavier Institute had insisted on being present for said meeting since Logan was both one of his X-Men and one of the school's staff members, but Aelita had a feeling that he had wanted to be there because he knew why she and the super soldier had come looking for Wolverine, and he was curious as to how Logan would reply. When Aelita and Steve had finished telling Logan about their offer, the feral mutant was silent for a few moments, making the two think that they had likely surprised Wolverine for the first time in what was probably a very long time by offering him membership in the Avengers. After a few more minutes of silence, Logan finally gave the two his answer, but it was not one that they had expected from him.

"I appreciate the offer you two, but I'm gonna have to say no," Logan said. "If these Skrulls really are invading and replacing people in every major group out there, then I think I'll be better off here with the X-Men. Besides, we're kinda dealing with a few problems of our own regarding Sinister, and I don't want to bail on the others right now when they might need me."

"We understand, Logan," Aelita nodded. She did not like that Logan was saying no, but she did indeed understand his reasons for doing so. Seeing him so dedicated both to his teammates and the students at this school was actually rather admirable, so she could not fault him for going with the choice he made.

Steve nodded to Logan as well to show that he was in the same boat as Aelita, and Logan took that as his cue to leave, leaving the two Avengers to turn to the blonde agent of S.W.O.R.D. "Look, before you two say anything, I just want you to know that if you do want me to turn in my Avengers ID card, I will do so without any argument," Carol pre-empted the two.

"Now why would we do that to someone who's part of the team," Aelita asked, surprising Carol when she did. "Ms. Marvel, despite what had happened the other night, none of us wanted to kick you off the team, and we didn't want you to leave either…Well, maybe Hawkeye, but he did have his reasons at the time. You're still an Avenger, and we'd all like it if you came back. Like you said, the other night was supposed to be your welcome party."

Carol could not believe what she had just heard. Aelita had basically just told her that despite how hot tempers had run, she was still considered as part of the Avengers. That did not mean she was not going to argue at least one or two points with the pinkette. "You do remember that I'm obligated to bring Hawkeye in for questioning since he's a suspected Skrull, right?"

"The only one who suspects Hawkeye of being a Skrull is Nick Fury, and at the moment, all we really have in regards to that is a bit of hearsay," Aelita pointed out. "That's what Janet, Ulrich, and I were all trying to tell you the other night. You can't just arrest him by going on the suspicions of one man alone, even if it is Nick Fury. He has been wrong before you know."

Carol had to admit that Aelita did have a point there, but she could tell that the younger woman had something else to say, and the only reason she was not saying it was because of a certain person in their present company, given how she kept throwing small side glances to Captain America from time to time throughout the meeting. Carol just nodded in acceptance of that, but before she could argue another point, Aelita pressed on. "Besides that, what better way to root out whoever this Skrull imposter is than by having everyone we know that we can trust in our corner. We know that the Skrull have an agent in the Avengers now, and he knows that means we'll be keeping our guard up. Please, Carol. We need you with us."

Hearing all of this, Carol could not do anything other than smile as she said, "Okay. We'll play it your way, Aelita. But are you sure that everyone will be okay with me coming back to Avengers Mansion after what happened?"

"Hey, if anyone's got a problem with it, they'll have to take it up with either me or Wasp, especially seeing as Jan's the team's new leader," Aelita shrugged.

"Janet Van Dyne, leader of Earth's mightiest heroes? Now that's something I would never have expected," Carol chuckled with a humorous smile, earning a few laughs from almost everyone else in the room.

Captain America was the only one who did not see the humor, apparently, because he had another question he wanted to ask Xavier. "How's Rogue holding up? Has anything changed for her?"

The mood in the room suddenly became a little heavy as Xavier answered the captain's question. "No, nothing has changed. We've long reached and passed the point where the powers Rogue had absorbed from Ms. Marvel would have faded out of her, and yet, she still retains the abilities of flight and super strength that she had gained. Perhaps not to the same extent as Ms. Marvel, but they are still there. Rogue's powers have always left something of an imprint on her over the years, be it by steadily making her stronger or by leaving a kind of faint ghost of the mind of a person she had absorbed in her own mind, but this is the first time this has ever occurred. Beast believes that these new powers of hers may be permanent."

"I'm not sure if I should apologize for that or not," Carol admitted. She knew that if she had not been reckless in trying to free herself and the others back on the Shi'ar ship, then Rogue probably would not have had to use her powers in the way that she had, but at the same time, she also knew just what Rogue was capable of from she had seen in a few different videos of the X-Men in action over the years.

"Well I would say that you shouldn't for now. Rogue actually seems quite excited about having these new powers," Xavier revealed, surprising everyone a little. "You see, despite how valuable a teammate she has been, Rogue has always felt as though she were not contributing enough to the X-Men because of the nature of her powers. With this new change, I'm sure that she will be more than happy to know that she'll be doing a great deal more in helping the team when they're on a mission. That's something I've always tried to teach my students; that change is always something that occurs, great or small, and that no matter what it may bring, we should always try to accept and live with it. Rogue has had the hardest time accepting the change her powers brought on to her, but I think that this most recent adventure might make things a little easier for her."

Everyone was happy to hear that, and the three Avengers likely would have commented on it had a sudden knock at the door not caught their attention. A minute later, Wanda stepped into the room with a determined, yet still somewhat nervous look on her face, indicating that whatever reason she was here for was likely important. "I couldn't help but overhear the offer you all gave to Wolverine, and I was wondering if I could ask you about something," Wanda admitted. She then paused to let someone answer, and when no one said anything in protest of this, she took a deep breath and asked, "Is there any chance that I could accept in his place?"

That was not something that any of them had expected. Sure, there was no denying that Wanda was indeed a powerful hero, and she had shown that quite a few times back on the Shi'ar ship, and in previous situations that the Avengers had gotten into, but they had not expected her to ask anything like this. "Wanda, are you sure about this," Steve asked, being the first one to come out of his shock.

The Scarlet Witch just met her boyfriend's gaze with a determined one of her own before she replied, "Yes. If this Skrull threat really is as big as you say it is, then I want to be able to do anything I can to help with it. Besides that, part of me has always felt like I was something of an outsider here with the X-Men. Don't get me wrong, I do believe in Xavier's cause, but I always felt like I could do more for the world, and I think that a good place to start would be by joining you and your team. So please, will you let me join the Avengers?"

No one said a word at first. Hearing that small speech alone would have been enough to give all of them pause, but it was the passion and determination in Wanda's voice as she spoke that had really rendered them all speechless. They could tell that no matter what they said now, Wanda was not likely to change her mind, and would take every opportunity she could to join Earth's mightiest heroes in the future if they said no now, because if they did give her a negative response, she would likely take that as a reason to keep training and improving herself until she felt that she was ready to ask them to let her join again. After another minute of silence or so, and after studying Wanda for a minute, only to see no hesitation in her at all, Aelita finally stepped towards the former daughter of Magneto, smiled, and extended her hand to her as she said, "Wanda…you're in. Welcome to the Avengers."

Wanda could only beam in excitement as she accepted the offered handshake, earning bright smiles from everyone else in the room due to this new development. When the excitement had died down a little, Captain America and Xavier excused themselves so that they could help Wanda get a start on packing her things for the journey to Avengers Mansion, leaving the three women on their own for the moment, and freeing them up enough to discuss another matter in private. "I do have another reason for wanting to join. Something is definitely wrong with Steve, and I think you know what it is," Wanda revealed to Aelita.

"You're right. We think that Captain America is the Skrull spy," Aelita admitted.

"Please tell me you're joking," Carol begged Aelita. She may technically outrank Steve if he was still an active soldier, and she may have been in a different division of the U.S. Armed Forces before so much as joining S.H.I.E.L.D., but Captain America was still a huge inspiration for her ever since she was a kid. Hell, he was part of the reason why she wanted to enlist when she was starting to think about it.

"I wish," Aelita replied. She then went on to reveal everything that she and Ulrich had to the other Avengers, and by the time she was finished, she could see the gears turning in both Wanda and Carol's heads. "I know it's not really much to go on, but it's definitely a lot more against Cap than what we have to say that Hawkeye is the Skrull."

"But you still don't want to jump the gun and have him arrested," Carol finished for Aelita, knowing exactly why she felt that way. It was one thing to so much as accuse Captain America of being a traitor to so much as a team he was on, never mind the entire planet, but it was another thing to arrest him for the same thing. There was no doubt that such an action would cause a serious uproar all across the world if they did that.

"Well then, I guess it's all the better that I'm joining the team," Wanda stated, earning her a pair of questioning looks from the other two women. "Hey, who do you think would know Steve better than the woman who's in love with him? I noticed that something was wrong with him the minute that you two arrived on our doorstep. That should tell you something on its own."

"She has a point," Carol admitted, earning a shrug from Aelita in response, and with that, Wanda's membership into the Avengers was further cemented.

The rest of the time that the three women had was spent in the way that three girls would normally spend it when they had the chance, until Logan arrived to tell Wanda that she needed to help out with packing whatever she was going to take with her to Avengers Mansion, and a little while later, it was time for the three Avengers and their newest teammate to head out. Xavier, the students, and the X-Men had all assembled to give Wanda a proper send-off when it was time for them to leave, and the Scarlet Witch could not help but shed at least a few tears of joy at seeing all these people cared enough to do something like that. Even Pietro, Lorna, and Blink were there, since they had decided to stick around for just a bit longer after the heroes had returned from space, just in case something else happened, giving Quicksilver the chance to give the Avengers a friendly warning about what would happen if they let anything happen to his sister. After Wanda had exchanged one final hug with her self-made family, she climbed onto the back of Steve's bike, and prepared herself for when they raced off back to New York.

Just as she had spread her wings so that she could follow along with Carol and the two on the motorcycle, Aelita spared one last look at Xavier and said, "You do know that there may still be a Skrull here in the X-Mansion, right? One who may very well be able to hide himself from even you?"

Xavier just nodded to Aelita and then informed her, "I feel a great swell of pity for the poor soul who comes to my school looking for trouble."

Aelita accepted that with a smile, and then joined the rest of her teammates, old and new in their return trip to Avengers Mansion, knowing that Charles Xavier would be more than able to back up those words without any problem at all.

* * *

 ** _AN: Well there you have it. The Avengers have begun expanding their ranks, and while their initial recruit had said no, they did still get a new teammate: Wanda Maximoff, the Scarlet Witch! And yes, she does now have the same powers she had in the MCU, and that won't be the only thing from said series that she'll be getting, as you will soon see come next chapter._**

 ** _Aelita: Wait, I don't remember ever hearing about an X-Man by the name of Lycan before._**

 ** _AN: Ah yes, well that was actually an OC donated to me by long-time follower "twilightnite13". Give it up for him._**

 ** _[audience applause]_**

 ** _Yeah, great story, this is now the second OC that "twilightnite13" has lent to me, the first being the Decepticon Quicksilver, who you can see in action over in the Gundam SEED Prime Trilogy, but enough about that, let's get on with some other details. Yeah, a lot of things have changed since we last visited the X-Mansion, such as Emma Frost joining the X-Men, X-23 changing her codename to Talon, and the official addition of Jubilee to the X-Men's line-up. I'm sure all serious X-Men fans know who Jubilee is, and yes, I have her sporting her iconic look that we all saw in X-Men The Animated Series, the one from the 90's, just so we're clear. Plus we also got appearances from Corsair, Lilandra, the Shi'ar, and Deathbird. And look at that, the Guardians of the Galaxy showed up for a brief cameo, basically becoming like the cops in just about any action anything in the sense that they showed up too late to really help, while their old pal Yondu got to have more of an impact on the story._**

 ** _Ms. Marvel: Speaking of impacts on a story, it looks like Rogue's finally got her iconic power set from me, and thankfully, I'm not comatose because of it._**

 ** _AN: Yes, that was something that had occurred to me early on in the development of this series as a whole: how to get Rogue the powers she's most well-known for having and keep Ms. Marvel from dropping into a coma afterwards, or at least keep her from doing so for very long. The solution was simple: Carol can absorb multiple forms of energy, as we have seen in the past, Aelita throws around energy fields of multiple sizes like a ball, so Aelita hits Carol with a sufficiently charged energy field, and bam! Instant solution._**

 ** _Hank: Does anyone else feel like that's a bit of a cheap solution though?_**

 ** _AN: No! It's a stroke of brilliance, and it makes sense! I mean come on! If Carol could absorb energy and become more powerful, it makes sense that absorbing a sufficient amount of energy would be able to pull her out of the coma that Rogue's powers would have put her in after the two's initial meeting. Moving on, I also payed a little homage to the whole Star-Lord &Kitty Pryde pairing we've recently seen in the comics, which eventually lead to the two getting engaged, I might add, something that I've also paid some attention to in my other story Avenging Normandy, for those of you who don't know. I know a lot of fans are really crazy about the whole Star-Lord&Gamora pairing, but there's just something about Peter Quill being paired up with Shadowcat that really interests me, ya know?_**

 ** _And speaking of homages that were paid, did anyone else catch the little references to Marvel movies that were made this chapter? One was from Avengers: Age of Ultron, and the other was from X-Men Apocalypse, in case you weren't paying attention._**

 ** _Wanda: I'm just excited about the fact that I've now joined the Avengers. Though I have to admit, part of me can't help but feel like this was going to happen pretty soon eventually anyways._**

 ** _AN: Well, you were a major member of the Avengers at several points in Marvel Comics history, so not having you on the Avengers team in this series would've been a little odd for my tastes._**

 ** _Aelita: Quick question, are Ulrich and I really going to be on all of these recruitment missions?_**

 ** _AN: Yes, we will be seeing one Lyoko Avenger or the other in each chapter of this arc, so in a way, you'll be looking at the wider Marvel universe of this story alongside Ulrich and Aelita both as these missions go on. Pretty exciting, huh? Speaking of exciting, check out who we're going to be on a recruitment run for next time. Onto the Preview!..._**

 ** _We turn our attention to the adventure Ulrich and Hawkeye experienced while Aelita and Captain America were in space: the mission to recruit the new Ant-Man. What Ulrich doesn't expect is that Hank's successor is actually someone that Hawkeye knows from his past, and the new Ant-Man is not someone that Clint holds in very high regard at all. The rest of the day is filled with even more surprise visits to Hawkeye's past as the two and their potential Avenger are faced with an entire show-stopper of trouble. Prepare to enter the worst kind of big top next time in…_** **Chapter 11: Avengers Recruit: The Protégé** ** _._**

 ** _Yeah, in case it wasn't obvious, our boy Scott Lang's finally going to make his Code Avengers debut next chapter, along with a few other faces that come from Hawkeye's past. If you know enough about Clint Barton's history, then I'm sure you can guess who we'll see next time._**

 ** ** _Please read and review, and I'll see ya next time, fellow true believers!_****


	11. Avengers Recruit: The Protege

**_AN: Greeting my fellow Lyoko Loyals and Marvelites alike! After a long overdue absence of about, uh...five months or so, give or take? Is that right?_**

 ** _Aelita: Yep, that's about right. Thanks for showing how much you care about us._**

 ** _AN: No need to get an attitude. Point is, after such a long time, I'm back with another chapter for Code Avengers: Cosmic, and the second chapter of "The Avengers Recruitment Arc"!_**

 ** _[audience applause]_**

 ** _Yeah I had a feeling that you would all be excited for this. I know it's been a while, but it's been a little busy for me lately, and I've had to really work at it in order to update some of my other stories. Though I would like to note that most of those stories would be those that have Spider-Man in them, be it in the most recent chapter, or as a major character. Can you guess the reason as to why?_**

 ** _Ulrich: I'm gonna go with something along the lines of... Spider-Man: Homecoming?_**

 ** _AN: EXACTLY! That movie was so cool! Best. Spider-Man. MOVIE. TO DATE! WOO! Uh...ahem, anyways...Yeah, that pretty much set me in the mood for updating anything that had Spider-Man playing a major role in the story be it in an upcoming chapter of the story, or in the story as a whole, but now I'm back to give this one a quick update, and this time, we're bringing in the MCU version of the second Ant-Man: Scott Lang, or at least this story's adaptation of him._**

 ** _Deadpool: What?! How's that fair?! I've got a huge, hit movie, and a sequel coming out later this year, and that loser gets to appear in this series before me?! Come on, it's not even fair that you're going to have that Savage Artillery guy..._**

 ** _AN: DAH! DEADPOOL! SPOILER! DEADPOOL GIVING SPOILER! [hits control]_**

 ** _Deadpool: [sighs] Again. [gets run over by a school bus with eyes for headlights while music starts playing]_**

 ** _AN: And that right there is why the driver of this bus always says..._**

 ** _Ms. Frizzle: Seat belts, everyone!_**

 ** _Deadpool: [groggy and dazed] Wait is this gonna be a normal field trip?_**

 ** _AN: Dude, with the Friz? No way!_**

 ** _Deadpool: Awwwwwww._**

 ** _AN: Oh suck it up. [tosses Deadpool into the bus before he starts singing] And strap your bones into the seat~. Come on in and don't be shy. Just to make your day complete, you might get baked into a pie~! On the Magic School Bus~! Step inside, it's a wild ride~! [normal speaking] Bus do your stuff!_**

 ** _Magic School Bus: [changes into a rocket ship with Deadpool on the outside tied to the rocket engines]_**

 ** _Deadpool: [realizing where he is] Wait, shouldn't I be inside the bus instead of out...[screams in pain as the rockets ignite and the bus blasts off]_**

 ** _AN: [finishes singing] Ride on the Magic School Bus~! [normal voice again] Ah, childhood. Well, now that he's dealt with, let's answer a some reviews, shall we. First off, to the guest reviewer simply named, "Guest" (seriously, if you want to stand out a little come up with a name to better identify yourself with. This is going to be very confusing otherwise), I am well-aware of that particular bit of comics history, but what I'd like to know is why are you bringing that up when it had nothing to do with what had happened in the last chapter. I mean, really._**

 ** _Next, to "Dragon Rider 66", no, it's not weird to hope that Luis shows up just to do one of his storytelling moments. You'll see why in a minute._**

 ** _Moving on to guest reviewer "Thunder Dragon", I'd hate to burst your bubble, but Logan's nose was actually not able to tell who was a Skrull and who wasn't during the Secret Invasion event in the comics for some reason. They really just thought of bringing him in out of a hope that it_ could _work. Besides, if that were the case, he would've picked up on Skrull-Cap long before they had even gotten back to the X-Mansion. Also, sorry to say, but Ulrich doesn't have any of Thor's powers at the moment, despite the fact he was able to lift Mjolnir. Maybe while he had the hammer, but now...Not so much. You are right though. It would be awesome if he did, but it would also make him a little overpowered too in many different ways._**

 ** _Finally, to guest reviewer "Goji Fan". I am not really able to comment on your first suggestion without giving away any crucial spoilers for this story, but as far as your second one goes, I'm afraid that as well-thought-out as you've made it (and you really do seem to have put quite a bit of thought into it), I'm sorry to say that such an idea will not likely be implemented here. Though I do get the feeling that if you wanted to, you could probably do something of an idea like that yourself. Why don't you give it a shot? I bet you could easily pull it off if you could put that much thought into the idea alone._**

 ** _Now then, let's get on with the show for the next chapter of this story arc, and see just what Ulrich and Hawkeye have landed themselves in. Oh, and if you all loved Aelita's little personal intro from last chapter, get a load of the one Ulrich's getting this time!_** ** _Avengers, to the chapter!_**

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **My name is Ulrich Stern. To the outside world at large, I was an average boarding school student, but secretly, with the help of my closest friends and classmates, I fought in a virtual world run by a quantum supercomputer in an effort to defend both that world and ours from a dangerous computer program. After over two years of fighting and great loss, we believed that we had succeeded in destroying the XANA Virus, never once suspecting that we may have been wrong, and that ended up costing me nearly all of my family and friends. When a final sacrifice play destroyed XANA for good, I never once suspected that I and my adopted sister, Aelita would end up being thrown into a whole new universe, where we would be able to use the powers and suits we held in the virtual world in real life, but I am extremely grateful that we did. We joined with this Earth's mightiest heroes and built ourselves a new family while avenging the wrongs that others were doing. Despite that though, there are still challenges facing us every day, and new threats coming for myself, my sister, and all that we care about, but I swore, I will never let any of the ones I care about come to harm like that again if I can help it. In order to do so, I could no longer just be the warrior I once was. I had to become someone else. I had to become, something else. I became...the Lyoko Avenger, Sprint Samurai!**

* * *

 **Chapter 11: Avengers Recruit:** **The Protégé**

"Are you sure this is the right neighborhood," Hawkeye asked from his Sky-Cycle, which was currently flying just a short distance above Ulrich as the Sprint Samurai raced across the streets on his Overbike 2.0.

"For the fifth time, yes, Hawkeye, I'm sure," Ulrich tiredly sighed in response, and he had been counting how many times Clint had asked him that since they entered this neighborhood. They had only gotten the new Ant-Man's address from Hank about an hour or so ago, and they had immediately headed out just seconds after Aelita and Captain America had departed for the X-Mansion. What they did not expect was to end up in one of the more run-down and rougher parts of town, namely in an area that was typically populated by folks who were having a hard time getting by despite being good, and honest people, or who were involved in some shady business. Knowing this, Ulrich could only assume that Hank's successor had to be the former, because there was no way that Hank would have entrusted his old alter-ego to someone who was anything but a little good in terms of character. Still, he could not blame Hawkeye for being uncertain about their destination, given the neighborhood's residents.

Ulrich was soon stirred from his thoughts when he and Clint both heard their communicators going off, and he immediately tapped his visor in order to answer the call once he saw who was on the other end. "Hey Jan. What's up?"

 _"Just thought you should know that Aelita and Cap hit a bit of a snag when they went to see Wolverine, so they might be a little longer than they originally thought. Something about a problem that the X-Men had gotten themselves into,"_ Wasp informed him.

"Seriously? Can't you guys ever go over to that place without having to help clean up whatever mess the X-Men have managed to land themselves in," Clint groaned.

"Hey, that's only happened like twice, three times counting this time," Ulrich pointed out. He then gained a sly look as he added, "Besides, you and I both know that every time Cap goes out there, he's not usually getting into trouble. Assuming Wanda's not in a bad mood, and Logan's still okay with them dating."

Clint had to smirk a little in response to Ulrich's quip, and was about to comment further when Janet interrupted. _"Hawkeye, I swear, if you even think of saying anything in addition to that, I will zap you both non-stop for an entire week starting the second you two get back."_

That shut both of them up at once, and a second later, Ulrich glanced up to see that they had reached the address that Hank had given them, revealing their destination to be a rather old looking hotel building. Once he had pulled his bike to a stop by the curb, he turned his attention back to the current Avengers leader, and said, "Well, we're out the new Ant-Man's place, assuming he hasn't moved since Hank last talked to him, so I guess it's our turn to take a shot at a smooth recruiting interview. Let us know if anything changes for Aelita and Steve?"

 _"Sure thing Ulrich, but somehow, I get the feeling that they'll still be getting back before you two are finished. Good luck with your own recruiting efforts,"_ Janet replied, and with that, the two bade her goodbye for the moment, dismounted their respective Sky-Cycles, and made their way inside.

They did not have to worry about speaking to someone at the front desk, but they did make it a point to not use the elevator, even if their potential Avenger's room was on one of the top-most floors. To be more accurate though, Hawkeye did not want to take the elevator because he was worried that it might suddenly break down while they were inside, given the building's own state of disrepair, and Ulrich did not feel like arguing with him on the point too much, so he simply agreed with the archer to take to the stairs. Either way, they did still get a chance to talk for a bit. "You have to admit, it'll be pretty great to have an Ant-Man on the team again," Ulrich told Hawkeye.

"Sure, but that's assuming he agrees," Clint pointed out, though he still had a small smile on his face, showing that he did miss having Hank out there with them. "What do you think he's like though?"

"Probably a good guy who's been dealt a few bad hands lately. I can't really see Hank giving up the Ant-Man suit to anyone else," Ulrich admitted.

"Yeah I can see that. Honestly, I just hope we're not about to meet Hank's clone. One overly pacifistic scientist is enough as it is, but two? I don't think we'd ever get anything done again."

"And you're also hoping he's not another mega-genius right," Ulrich filled in.

"A little bit actually, yeah," Clint shamelessly admitted. "I mean, I get that he was smart enough to get Pym's suit from the vault it was locked in without tripping any alarms, but I really hope he's not too high up there on the genius level. Or that he's at least not someone who goes all science nerd every other minute like Stark or Pym sometimes do."

"That would be kind of nice actually," Ulrich admitted. He did not want to have another person that he would constantly have to ask to simplify scientific babble for him and the others who were not super geniuses.

The friendly exchange eventually came to an end though when they finally reached the floor that the new Ant-Man's room was on, and they could not help but pause in concern when they saw that the door to said room looked rather damaged. Ulrich remembered Hank telling them that Luke Cage had broken the door down when he had finally tracked down where his successor was hiding out, but he had figured that it would have been fixed by now, so why was it still looking as though it had been previously beaten in like that? With a simple exchange of a looks, Ulrich and Clint both knew they were thinking the same thing, and they immediately tensed themselves for action, with Ulrich drawing one of his sabers while Clint unfolded his bow and notched an arrow. Slowly but surely, the two eased their way over to the damaged door, which easily opened up after Ulrich gave it a gentle push with his free hand. Looking about the room, they could see that, despite being as rundown as the rest of the building, it was actually in pretty good condition all things considered, save for one broken window, but that was not really something that one would consider as a sign of a struggle, especially since the rest of the room was left so neat.

Hawkeye and Ulrich both took hesitant steps into the room, glancing this way and that for any sign of an attacker of any kind, until Ulrich switched on the scanner in his visor and picked up on something in almost seconds. Zeroing in on the object in question, Ulrich was immediately able to locate what looked like a small, twelve-inch man, and considering where they were, he had a pretty good idea who said man most likely was. He then adjusted his visor to see if he could pick up on any signals that were being sent through the Ant-Man helmet, and was surprised to find himself only hearing the new Ant-Man apparently talking to himself. "Easy Lang. Deep breathes. It's okay, they can't see you," the miniaturized man whispered.

"Actually, I can see you," Ulrich announced.

"He can see me," he heard Ant-Man mutter, and Ulrich soon noticed that it looked like he was preparing to charge.

"Hey, there's no need to get worked up. Hank Pym sent us here. We want to talk to you," Ulrich quickly explained.

A minute after Ulrich said that, the small man returned to full size, and the two Avengers were a little surprised to see that there were no glowing Pym Particles accompanying the sudden size-change, or at least, not one that was as noticeable as Hank's typically was. More importantly, now that the new Ant-Man was at his normal size, they were able to get a good look at him in full hero attire, and they were easily able to see why Hank was not kidding when he said that his successor was wearing a new, different version of the Ant-Man suit. In the most simplistic of terms, the suit that this new size-changer was wearing looked a lot like a biker's suit, with the silver helmet covering their head entirely, while the eyes on the helmet were a bright red. For the most part, the suit was black with red patches on the legs, chest, and shoulders, while a pair of silver gauntlets were worn on both wrists. Looking to the black gloves of the suit, one could also see a single button on each hand, and considering that the belt was of a different design than what Ulrich or Clint remembered, they had to assume that those controls had something to do with the suit's size-changing features. Speaking of the belt, from the looks of things, it seemed that the belt was also capable of carrying other items, as evidenced by how there was what appeared to be a pistol strapped to the left side of their potential Avenger's waist. In short, this was definitely an all-new, all-different Ant-Man, no question.

"So, you're the new Ant-Man, huh? You know, I kinda like the new look, but it's still got nothing on Pym's suit from when he was in the action," Clint commented as he put away his arrow. He kept his bow out though, just in case.

"Well you know what they say, you can't beat the classics," the new Ant-Man shrugged, his tone showing how hard he was struggling to suppress his excitement. He ultimately failed though when he went on to his next sentence. "I gotta say, it's a huge honor to be meeting you guys. I mean, I saw Doctor Pym a lot while I was working at Greyburn, but meeting Hawkeye and Sprint Samurai…Just wow! My daughter would be bouncing off the walls in excitement if she were here right now."

"The pleasure's all ours, and thanks for getting my name right," Ulrich smiled in reply, stowing away his saber as he did. He did not notice Clint's face becoming a little pensive after he heard Ant-Man's voice though, but then again, they were here on important business. "Speaking of Hank, he also wanted us to see how you've been doing since becoming Ant-Man."

"Oh, I've been doing all right. Stopped a couple of heists here and there, a mugging or two, but nothing too big. I haven't really messed with any supervillains since that whole incident that led to Doctor Pym naming me the new Ant-Man. I'm actually right in the middle of an investigation right now."

"Hey, have we met somewhere before? You're voice sounds a little familiar," Hawkeye suddenly asked, cutting Ulrich off before he could ask about the investigation that Ant-Man was working on.

"I don't think so," Ant-Man shrugged. "I'm pretty sure I would remember meeting an Avenger somewhere before now."

That did not seem to ease Hawkeye's concern. From the look on his face, it seemed like the question of why this guy's voice sounded so familiar was really bothering him, but he had to put it aside for the moment, when someone suddenly knocked on the door, startling the three. When they heard the knock repeated in a specific pattern though, Ant-Man relaxed and immediately walked over to answer it, admitting a Mexican-looking man with a big grin on his face into the room. "Hey Scotty, I got what you were looking for, Bro, and…" the man started to say, only to stop when he noticed who else was in the room. "Whoa…Scotty, are those guys the Avengers, 'cause if they are that's like, seriously awesome shit right there, and I know you're tight with Doc Pym and all, but these guys are actual, on-the-team Avengers and stuff…"

"Luis! Yes, that's Sprint Samurai and Hawkeye, and you just told them my real name," Ant-Man cut his friend off.

"Oh…Sorry man, I'm just still getting used to this whole thing where my best friend is a superhero. I mean, there are still days when I wake up, I'm all thinking about whether I wanna have like cereal or waffles for breakfast, and then I stop and think to myself 'Damn! My boy Scott Lang's the new Ant-Man!', 'cause, that's a seriously big thing and all, so…" Luis apologized, but the minute he said Ant-Man's full, real name, Hawkeye's pensive look of concentration turned to a glare of recognition.

"Wait…Did he just say 'Scott Lang,'" the archer demanded.

Ant-Man just sighed in response before tapping the side of his helmet, letting the face mask slid up and reveal a scruffy face with brown hair and blue eyes. "Hi, I'm Scott," the rookie superhero sheepishly waved.

"Yeah, we heard, and we're leaving," Hawkeye scowled, and he immediately turned for the door in a huff, surprising everyone in the room.

Though he was perplexed by his teammate's sudden attitude, he was not surprised enough to not stop him from leaving, and that is exactly what Ulrich did by stepping into Clint's path with a quick burst of his super speed. "Wait, what're you doing? We haven't even given him the offer yet," Ulrich reminded his friend.

"Yeah, well I'm retracting my vote for bringing him in and saying that the offer is rescinded," Hawkeye retorted.

Ulrich glanced from side-to-side a little awkwardly, knowing that he was about to say something that Barton would not like to hear, until he finally whispered, "Uh Clint, considering your…status at the moment, I'm pretty sure that you don't have that authority right now."

Clint continued scowling, but he knew Ulrich was right. Even if the samurai and Aelita had vouched for him and said that he was not the most likely Skrull-spy suspect, he was still pretty high up on that list, so it was not very likely anyone would take his decision to suddenly deny Scott entrance into the Avengers in a good light. Still, he was not about to just sit back and not voice his concerns about having this particular rookie hero join up with the Avengers. He was about to express that concern to Ulrich until Luis interrupted them. "Wait, what offer are you guys talking about? Were you guys offering Scotty something?"

Ulrich gave Hawkeye a look that said they would talk about this later, and then turned his attention back to the person that they had originally come here to see, and said, "Yes, we are here to offer you something, Mister Lang, or to be more accurate, we're here to extend an invitation to you."

"An invitation," Scott asked.

"Yep. An invitation to join the Avengers."

"Me? You…You want me to join…" Scott can do nothing more than stutter like that for several minutes, with his friend Luis doing the same right along with him, indicating that they are both very excited about that idea, leaving Ulrich amused, while Clint just rolled his eyes.

"Well that was before we knew that the new Ant-Man was a backstabber as well as a thief," Hawkeye corrected.

"Ex-thief," Scott corrected. "I'm not proud of it, and I paid my dues for it by doing my time. But where'd you get the idea that I'm also a backstabber?"

Clint was about to respond when Ulrich cut in, throwing Hawkeye a quick look as he did. "You'll have to excuse him. He's been having a hard time lately, so he's a little judgmental about a variety of things."

Hawkeye silently glared at Ulrich for that remark, and Ulrich had no problem meeting it with one of his own, silently telling his friend to keep his mouth shut for now. Despite the suddenly tense atmosphere, Luis could only continue grinning even as he turned to Scott and asked, "So does this mean you're not going to need my info about those heists?"

"No, I'm still going to need it," Scott told his friend, drawing confused looks from both Avengers. "Look, it's nothing personal or anything, but you did catch me when I was right in the middle of something. There's been a number of reports of thefts from several major tech development companies in the past few weeks, including Hammer Industries, Oscorp, and even Roxxon at one point. Police haven't been able to find any connection, but I figured that someone was either trying to cover up the fact that something was found, or that they just missed something, so I had Luis ask around to see if what it was."

"How come we didn't know about this," Ulrich asked Clint.

"Probably because we've been dealing with a house of cards that is on the brink of falling ever since you and Stark got back from that meeting with Fury and Coulson," Clint suggested. "Besides, if it was that big of a deal, we would've done something about it, so it's probably nothing as bad as Lang is making it sound."

"Would you be saying that if Stark Industries was going to be the next target," Scott asked, his glare indicating how low of an opinion he had about Iron Man's company, and how quickly he was starting to get with Hawkeye's attitude.

Ulrich could tell that this was likely going to lead to a fight in a moment, so he decided to steer them away from that route and back on track. "Just what is it that you do have, Luis," the samurai asked Scott's friend. When the two men looked at him in surprise, he quickly explained, "Hey, if this is as big as you say, then we might as well help you look into it."

"You can't be serious," Clint groaned, only to end up getting a pointed look from Ulrich in reply. "Fine, fine. We'll help Lang with his little problem, but I'm going to be keeping a close eye on him for when he eventually double-crosses us."

"Thanks…I guess," Scott nodded, a little unsure in the case of the archer between the two. He then turned to Luis and said, "All right Luis, give us what you have, but please, no extra stuff. Just keep it simple."

"No doubt. No doubt. You got it, Scotty," Luis nodded excitedly, and he immediately launched into a story. "So, I was at a wine tasting with my cousin Ignacio, which was mainly reds, and you know I don't like reds, man, but there was a rose that saved the day. It was delightful. And he tells me about this stupid fine writer chick who's actually a girl we used to kick it with. It was actually the first pair of boobs I ever touched…"

"Whoa, whoa, whoa! TMI, dude. TMI," Ulrich interrupted, a rather disgusted look on his face, which Clint had no trouble matching, right along with Scott. That was not something they needed to know.

"Yeah, that's the wrong details. It has nothing to do with this investigation or the story. Keep on track. Go," Scott told his friend.

"Right, sorry," Luis apologized. "Anyway, so Ignacio is telling me about this stupid fine writer chick, and she told him, 'Yo, I'm like a boss in the world of investigative journalism and I got mad connects with the peeps behind the curtains, you know I'm saying?' And Ignacio's like, 'For real?' And she's like 'Yeah. You know what, I can't tell you who my contact is, because he's like this scientist dude who works out at Oscorp, and he was there when the place got hit by the recent tech robbery.' And let me tell you, this dude sounds like wicked-kooky. Like he comes up to her and says, 'Yo, I was there that night when it went down, and I saw something like wicked nuts, not just in terms of the robbers, but also in the case of what they left behind, right? You wouldn't believe it.' And she's like, 'Well there's not a lot that's hard to believe nowadays. We got the Avengers, we got the Fantastic Four, we got Spider-man, we got that brother-sister duo, so hit me with your best shot.' And then he's like, 'These dudes who hit us, they were like crazy weird, 'cause they were like, dressed like they were in a circus or somethin', and they left behind a bunch of crazy streamers and stuff.' And I'm like: Daaamn! 'Cause it seemed to line up with what you were guessing at, Bro. So I asked Ignacio, 'Did the wicked-kooky scientist who told the stupid fine writer chick who told you that there was anything a little more out there about all this stuff that you can tell me?' And he says, 'Nah, dawg. All he said is that this was like super-legit and the cops didn't really think too much of it because they thought it was some wicked weird prank or something, but whatever it is, he's betting that this must be something related to supervillain stuff.'"

After Luis had finished the very, very lengthy story, the three heroes could do nothing more than stare at him in silence, until Ulrich tore his gaze away to glance between the other two and eventually asked, "Did either of you get enough of that to know what the main point of all that was? Because he lost me at some point."

"Which point," Hawkeye asked.

"Uh, let's start with everything after Scott's interruption and go from there," Ulrich offered, showing he barely understood that much of anything that Luis just said if at all.

"A witness to the robbery saw guys dressed like circus performers, and they left behind a few things that would suggest they work with a theme like that. Just work with that for the moment, because it definitely lines up with what I was I thinking about these things," Scott simplified, and he then moved over to the rather old computer he had on the desk so he could bring up some files on there for the two Avengers to see. "The cops may not be able to make too much of a connection, but I checked it out, and each crimes scene had something left behind that looked like it could be used at either a party or a circus, and after looking over the area, I saw that each robbery was within a certain distance of a circus that had recently arrived in town."

"A circus," Hawkeye softly gasped. He then made his way over to the computer, and after spotting the name of the circus in question, his gaze hardened in a different way than before. This time when he straightened up and looked to Scott and Ulrich, he had little hostility in his voice as he said, "Okay, we'll help him deal with these guys."

"Wait, what," Scott exclaimed, surprised by the sudden change in attitude.

That surprise was shared by Ulrich, and the Sprint Samurai was not going to just leave it at that simple question. "A minute ago you were eager to leave Scott on his own with this, and now you suddenly want to help him? What's going on, Hawkeye?"

"He's going to be in over his head if he goes after them alone, and…well, let's just say I've got reasons for wanting to help out," Clint dodged, turning to wait by the door for when they headed out.

"What reasons," Ulrich continued prodding.

"Look, it's none of your business. Let's just say it involves some ghosts from my past and leave it at that."

Clearly they were not going to get anything more out of Hawkeye in regards to why he was suddenly so intent on helping to stop these robberies, so the others decided to just carry on for now and come back to the topic later. With that in mind, Ulrich looked to Scott and asked, "Any ideas on where they're going to hit next?"

"I've got one idea," Scott admitted. "That circus just set up shop close to a Stark Industries research facility on the Upper East Side, and since it's the same distance away from the previous targets as it had been before, I think it's a safe bet that that's their next target."

"Then what're we waiting for," Clint asked. "We'll stake out the place from the shadows until about midnight or so, because if no one shows after that, it'll mean that you were wrong and there's another place on their list."

That strategy was sound, but it was also a rather thorough idea for something that Clint had just learned about. Add that in with the recognition that the archer had displayed earlier, and Ulrich was now sure that Clint was more than a little familiar with who was behind all of this. Ulrich was about to try and question him on the matter again, but the archer was already headed out the door and back down to his Sky-Cycle outside, so he quietly sighed to himself, turned to Scott, and asked, "Well, ready for your first, official team-up with the Avengers?"

"Hell yeah," Scott smirked, snapping his helmet's face mask closed before he shrunk down and jumped up onto Ulrich's shoulder, claiming that they would get there a lot faster and with less hassle if he rode with them like this. Ulrich just smirked a little at that idea, because he had a feeling that Scott would be changing his mind in a few minutes or so. Give or take.

* * *

As it turned out, the three had arrived just as the hit on the Stark facility was happening, and since Iron Man was nowhere in sight, the three took it upon themselves to jump in and get everyone out while they went in. So far, there was no sign of any possible attackers or thieves, but Hawkeye was insistent that they were going to be here. Ulrich found it odd that Clint was the one saying these things instead of Scott, since it was technically the Ant-Man's case, but he just added it to the list of oddities that Hawkeye's behavior had taken on since they found out the new size-changer's real name. Eventually, they came into the large lab that most of the scientists were running out of, and a few glances around the room made them think that there was absolutely nothing wrong. Everything seemed completely normal. Nothing was broken, there was no smoke billowing in the room, no automated warnings going off aside from the alarms, and not even one sign of someone having broken into the place in any way, or at least not one that any of them could see.

At first, Ulrich thought that Clint was going to try and say that Scott was responsible for this. After all, Scott did get the Ant-Man suit by stealing it, and then went on to use it to rob banks, not to mention that even with Tony's security systems it would have been little trouble to sneak if one had access to shrinking tech, but the archer gave no such reaction. Instead, Hawkeye simply glanced around the room, still looking for something when Ulrich and Scott had long since stopped. Finally, Hawkeye seemed to spot what he was looking for, because he drew and notched an arrow to fire, aimed it in a seemingly random direction, and fired it. Ulrich was not entirely sure what he should have been expecting, but he knew that he was not expecting to hear a grunt of pain when Hawkeye's arrow hit its target, exploding upon impact when it did. Clint clearly was though, because he immediately dropped into a forward roll while notching a new arrow, prompting Ulrich to draw a saber while Scott just raised his fists, and they all then waited for something else to happen. When nothing else came out, Clint just narrowed his gaze and took the initiative himself.

"Ringmaster! Show yourself! I know you're there," Hawkeye shouted into the room, confusing Ulrich as to who he could have been referring to.

When nothing happened right away, the other two were about to call Hawkeye out and say he had gone nuts, until a puff of smoke erupted in the middle of the room. When the smoke cleared, they could all see a man standing before them, dressed in a green suit jacket, purple pants, green boots, white gloves that seemed similar in design to the ones that Iron Man wore with his armor, and a purple top hat that had a greenish-yellow swirl on the center of the brim. In short, he was dressed like a circus ringmaster, which seemed very appropriate given what Hawkeye had called him just before he appeared. "Well now, no one likes it when someone spoils the show, but then again, you always were one to make a mess of my show, weren't you Barton," Ringmaster huffed in faux irritation.

"What can I say? A show that puts people in danger always gets a bad review from me," Hawkeye quipped in reply, pulling back on his bowstring so he would be able to let his arrow fly at a moment's notice, just noticing how Ulrich was glancing at him warily since hearing Ringmaster refer to him by name out of the corner of his eye. "Now I suggest you surrender, because tonight's show is canceled."

"Oh I beg to differ. After all, despite whatever disruptions or unforeseen changes may come, as they say, the show must go on," Ringmaster smirked with an exaggerated flourish of his arms, typical of an actual ringmaster. "And go on, it shall, for the circus is in town. The Circus of Crime, that is!"

"Wait? Circus of Crime? That's an actual thing," Ulrich asked, feeling as though he had finally taken enough questions into his mind in one night. "And Hawkeye, you know this clown?"

"Hawkeye hasn't told you of our history? Where are your manners, archer," Ringmaster mockingly scolded. "Then again, we have entered a new age for our little carnival of carnage. High-tech acts for a modern age."

The next thing Hawkeye knew, something had slammed into him from behind, knocking him clear across the room, and forcing him to release his bowstring, letting his arrow fly off in a random direction away from its intended target. Looking over to his teammate's attacker, Ulrich was greeted with the sight of a man in a blue-green suit with an odd helmet and half-dome armor. No one needed to ask for the identity of this oddly armored villain, because Ringmaster was more than happy to introduce him with all the flair of his namesake. "The Human Cannonball! Cannot be stopped by man or beast!"

"Well how about a samurai," Ulrich offered, and he was instantly racing forward in a near-blur of motion, only to end up being tripped by a pair of spinning, flipping acrobats with some sort of pressurized armored gauntlets on their arms and legs, though they seemed to split the pairs evenly between them.

"The Great Gambonno Twins! Capable of amazing acrobatic feats," Ringmaster continued.

Ulrich soon saw firsthand just how amazing the twins' acrobatic feats were, when they spun through the air after moving the gauntlets on their arms to the other's free leg just in time to come crashing down on the floor where his head would have been had he not rolled out of the way. Unfortunately, the Lyoko samurai was not quite able to get away from the power-enhanced kicks that each twin snapped out at him, sending him spinning into the air before he crashed into a wall. Hawkeye was quick to jump up and try to run over to his friend, when he was suddenly grabbed by his quiver and lifted over the head of a large, muscular man in a red leotard, brown boots, and gold armor on his arms and shoulders.

"Bruto, the Strongman! More powerful than a Hulk," Ringmaster announced once more, showing that he was intending to do so for every member of his criminal carnies.

"Somehow I doubt that," Ulrich and Hawkeye both muttered.

Sadly for Hawkeye, Bruto heard him, and he swiftly replied, "Doubt this, backstabber."

The next thing anyone knew, Hawkeye was the one being thrown across the room and through a few lab tables as well. Ulrich was about to jump to his feet again, when in an ironic twist, he found himself held at sword-point by a man in an all-black outfit that left only his arms bear save for a pair of arm braces that were holding a pair of knives, while a pair of purple gloves and boots were adorned on his hands and feet, and a dark grey mask cover most of his head save for the lower half of his face. To make matters more insulting, it was clear that this guy was not using the sword he was carrying on his back, because Ulrich could see it still sheathed there, while the blade he had at the Sprint Samurai's throat was the same one that Ulrich already had out before. "So are you supposed to be my boy Clint's new swordsman? I'm not impressed at all. Though I will admit, this blade of yours is rather impressive," the man informed Ulrich with a smirk.

"The Swordsman! Master of any and all blades!"

Hawkeye managed to pull himself out of the remains of the lab table he was thrown into just in time to see Ulrich start staring down Swordsman's blade, but before he could race over, a pair of arrows was suddenly shot into his path, drawing his attention to the shooter, only to gasp in shock when he laid eyes on the purple and green clad archer who had fired them. From first glance, one would think that Hawkeye was just surprised to see another archer was one of their enemies, but in reality, it was something else that had given Clint pause. To him, seeing this particular archer was almost as though he were looking in a mirror that was reflecting an old memory that he would have rather forgotten, a wish that Ringmaster was not about to grant when he introduced this final member.

"And after a long absence, an old favorite, Trick Shot! I'm sure some of you were not expecting to see him, were you?"

"You've gotta be kidding me," Hawkeye whispered.

"I don't care who you guys are! No matter how you slice it, you're all toast. No one messes with Avengers and walks away unscathed, and while neither of us are the Hulk, you can bet that Hawkeye and I are going to take you down just as easily," Ulrich retorted.

"You actually think _he's_ going to really stick with you," Tick Shot growled. "That's funny, because Clint here sure wouldn't do the same for you."

"And you seem to forget who's building this is. Iron Man's going to be here any second," Sprint Samurai retorted.

"Do you really think we would have come here without preparing for that," Ringmaster asked. "A little hypnotic suggestion was all I needed to fool everyone into thinking that we were Stark Industries board members until we had acquired what we needed, and by the time Iron Man does arrive, it will already be too late."

"Well then, I guess it's a good thing we've got a small ace in the hold," Ulrich commented, smirking the entire time as he did.

In a flash, Ant-Man suddenly sprung up to full size, clocking Swordsman hard in the face as he did, and he quickly retrieved Ulrich's saber before it had hit the ground or fell into one of the other villains' hands before landing next to the samurai in question and holding it out to him. "I believe this is yours, Sprint Samurai," Ant-Man quipped.

Ulrich just smiled in thanks as he took the saber back, and he then drew his second one while bursting forth in a flash of speed to take on the other carnival-themed villains. Hawkeye was quick to follow in his teammate's actions by rolling to the side, snapping his bow up with at the closest bad guy, and letting the arrow he had quickly notched with fluid, practiced ease fly right at said villain, who just happened to be Trick Shot. The enemy archer must have seen this coming, because he quickly ducked under the arrow and prepared to shoot back with one of his own, but he did not realize that Hawkeye had aimed his arrow in a way that would allow it to ricochet off the wall behind him, then fly straight into Ringmaster's top hat, which had been his target the entire time. Ringmaster was infuriated by Clint's attack, and he immediately commanded his carnies to attack the heroes with everything they had, but this time, the three were not going to be knocked aside so easily.

The Gambonno Twins had made a charge for Ant-Man, but Scott easily outmaneuvered them by shrinking down and then retaliating with some small-sized attacks that packed the force of a bullet behind each blow. When Scott sprang back up to full size again, it was just in time to land a hit into one twin's face, knocking him into the other one, and eliminating both from the fight. What he did not notice was that Bruto was coming up behind him until it was too late for the size-changer to avoid being grabbed. Thankfully, Ulrich had noticed Scott's predicament and slashed at Bruto's legs, getting the strongman's attention away from Scott long enough for him to shrink down once more and escape from Bruto's grasp. Ulrich would have continued going toe-to-toe with Bruto had Swordsman not jumped in his path and instantly forced him into a duel of blades, but Ulrich did not let that slow him down for a second. A quick flash of light later and three Sprint Samurais were soon racing around the room, taking on any criminal carnie that was not already engaged with the others, allowing the original to focus most of his attention on Swordsman. While that was going on, Hawkeye was faced with a battle of archers against Trick Shot, and as much as he hated to admit it, Clint could not deny that the villainous archer was very good. Almost as good as Clint himself, but he was still not just as good as Clint, at least if you were to ask Hawkeye. Still, it was clear to him that this green and purple clad carnival-themed villain had been well-trained when it came to using that bow of his, and Clint did not even need to think about where he had received that training from. He knew very well where it came from, but there was no time to think about that for long.

Somewhere amidst the chaos of the fight, Ringmaster had managed to retrieve his top hat, and immediately narrowed his gaze at the heroes. While he had been ready for unexpected interference, he had not been counting on the Avengers or this new Ant-Man, and if they were here, there was a good chance that Stark would be here sooner or later. There was no way his show could handle Iron Man, so Ringmaster decided it was time to exit stage-right and immediately raised his hands towards the heroes. Seconds later, the leader of the Circus of Crime had fired out enough pellets of smoke bombs to fill both the room they were in and the three next door, allowing the criminal carnies to have more than a decent cover for their escape while their three opponents were left coughing and waving in an attempt to clear the air before too much of the smoke entered their lungs. Eventually, Ulrich had enough of standing around in this smokescreen, and knowing that the villains were likely long gone by now, judging by the sounds of rapid retreat he had heard through his own coughs, he commanded his doubles to grab Hawkeye and Scott, and they all raced back outside, up to a rooftop adjacent to the building they were just in.

Ulrich's doubles ended up dumping Clint and Scott unceremoniously on the roof they had came to a stop on before refusing with their creator, but that could easily be forgiven since they were all still trying to get their breathes back after having to put up with such a thick smokescreen not two seconds ago. When they were finally able to breathe easy again, Hawkeye stood up straight and glared in the direction that he believed the Circus of Crime had run off in as he muttered, "That definitely went a lot better than I thought it would."

"That was _better_ than the way you thought it could've gone?! You're kidding me, right? How could that have gone worse," Ant-Man demanded once he was able to stand upright again without coughing.

The size-changer was soon recoiling though when Hawkeye spun around and glared at him as he gave his answer. "If they had figured out who _you_ are, we wouldn't be standing here having this conversation. Why? Because you would be dead, I would be dead, or both of us would be dead! In case you hadn't noticed, the Circus of Crime isn't exactly all that forgiving to people that they feel have betrayed them. Something I hate to admit that I still share with them."

That seemed to shut Scott up, but only partly because he must have remembered what Hawkeye was referring to when he mentioned the new Ant-Man betraying the Circus of Crime. The rest of it was due to confusion about why Hawkeye would be saying that he still shares something with that gang of criminals like it was something he deeply regretted and despised, yet could not just let go of. Ulrich on the other hand had plenty to say in response to Clint's outburst, and he was not going to just sit back and let it go this time. "All right, that's enough," Sprint Samurai snapped, stepping between the two and glaring at Hawkeye once he made sure that there was a fair distance between archer and size-changer. "Clint, you've been acting like a huge jerk ever since we learned Scott's real name, and not only that, but you then started acting incredibly strange even for you."

"'Strange even for me,'" Clint indignantly repeated, his tone asking what that was supposed to mean.

Ulrich ignored it though in favor of the main topic. "Just what is going on Hawkeye? How do you know those guys, and while we're on the subject, just what is your deal with Scott, and how would he have ever had the chance to double-cross the Circus of Crime?"

"I can answer that last one," Scott hesitantly admitted, drawing attention to him. "A few years ago, I was hired by the Circus of Crime to do some work for them. It was so that they would be better prepared for one of their next jobs, which was in my old hometown."

"And then he sabotaged them so he could take the money and run. Right after he blew up a certain cable arrow in my face," Hawkeye finished, his glare only growing stronger as he struggled to not let his gaze wander from either Scott or Ulrich.

"Okay, that part did not happen," Scott disputed. After a minute or so, he then hesitantly corrected, "Well, yeah I blew up a cable arrow in someone's face, but it wasn't yours. It was that clown, Trick Shot's."

"Hate to break it too you, but that wasn't the same Trick Shot that you sabotaged. You messed with the original one, and that guy we just saw is his replacement."

"And how would you know that?"

That sobered Clint's rage up quite a bit, and it did not go unnoticed by Ulrich, even before Hawkeye had turned away out of frustration due to both anger and, unless he was seeing things, shame. "Clint? What are you not telling us?" When Hawkeye did not answer his question, Ulrich pressed on by adding, "Dude, part of the reason why we're doing this whole Avengers Recruitment drive is because we're not entirely sure who to trust right now, and part of trusting each other involves letting others in, despite what they may think. I trusted you to help me with the problems that my past comes with, so why can't you do the same for me?"

Clint had to admit that Ulrich had him there, but it was still a few minutes before he finally sighed in defeat, pulled back his mask so that his face was visible to all, and looked to the two in both slight anger and shame as he admitted, "I know that the guy we just saw is not the original Trick Shot because…the original one is standing right here. **_I_ ** was the first Trick Shot."

Whatever the other two were expecting Clint to say, it was clearly not anywhere close to that, as evidenced by the astonished looks on their faces. The shock had left them speechless for a good while until Ulrich finally found himself in control of his voice again to the point where he was able to say anything at all. "You were…But how…Okay, I think you need to back up a little and start from the beginning."

Clint knew that was coming, but that did not mean he liked it. That's why he needed to take a seat on the ledge of the building before opening up with his story. "I didn't have the best childhood when I was a kid. My dad was an abusive drunk who died in a car crash after driving drunk and my foster dad was no better, so when I was finally brave enough, I ran away from home and ended up joining the Carson Carnival traveling circus, better known to most as the Circus of Crime, where I found my new family. They taught me a lot of what I know now. My acrobatics, my fighting abilities, even my skills with a bow and arrow. A good deal of it came from them. It wasn't until a few years later when Ringmaster finally decided I was trained and old enough to finally be put to the test on a small heist. It wasn't anything too big; just a couple of banks, and in my 'grand' childish wisdom figured that we were only doing it because circus life wasn't the wealthiest undertaking and we needed money. Boy did I need a wake-up call, and I got it when I graduated from banks to their usual MO: stealing high-end tech that would prove dangerous in the wrong hands. When I had finally realized the truth, I decided that I wanted out, so I made the first smart decision in my life since deciding to run away from my foster home, and tripped the alarm on purpose. When they were taking us in, I was sure that I was going to prison along with the others, until Nick Fury approached me. He offered me the choice to either serve my time in prison or join SHIELD and make a better difference in the world. I went with the latter, and no, the irony that the same organization and the same man who had offered me a second chance at life have now betrayed me and accused me of being a traitor at one point or another is not lost on me."

Hearing Hawkeye's story, Ulrich and Scott were not sure what to think, but more so in the case of the former. Not once in all the time that he had known Clint had Ulrich ever considered the idea that the archer would have been a runaway, or that the reason why he was a runaway was because he had an abusive parent. It was understandable, really, seeing as Clint never once gave off that kind of vibe in his entire life. Every time Ulrich had ever hung out with the archer, Clint was always acting like almost nothing could faze him, always having a smug smirk on his face with a sarcastic quip. There was never any kind of sign that he would have lived a life like that, but looking back, he figured that might have been some small sign that he missed every now and then simply because he did not know what to look for or just was not paying that much attention to it.

Though he was stunned by all of this, there was still something that Ulrich had to admit, and he had no problem saying so. "That does explain a couple of things," Sprint Samurai revealed. "The reason why you're so sensitive when it comes to your trustworthiness being called into question. You hate the fact that someone betrayed your trust so you try your best to show others that you can be trusted, and when they question that, you're quickly reminded about how the Circus of Crime betrayed you. Right?"

"Something like that, yeah," Clint admitted. He then furrowed his brow a little and asked, "What's the other thing, though?"

"Why you're fashion sense is so terrible that you think that outfit you wear and the color purple is actually a good look," Ulrich joked in reply.

Clint could not help it. He just had to smile in response to Ulrich's joke. He knew that it was the young Avenger's way of showing that he did not care what had happened in his past, and Clint was grateful for that. Then again, considering who he was talking about, he probably should not be surprised. After all, when it came to having a hard past that you needed to move on from, there were very few people who were more of an expert on the matter than Ulrich and Aelita. That did not mean they could just forget about their current mission though, which meant that he also could not forget about who their third teammate was at the moment, and while he still glared at Scott when his gaze fell upon the size-changer again, it was not quite as harsh as it had been before. Of course, that was probably because of how emotionally drained he was feeling after that little confession of his.

"Look, Hawkeye, what happened back then is not what you think," Scott started to say.

"Save it. We've got more important things to do right now, starting with tracking down Ringmaster and his crazy carnies," Hawkeye interrupted. He was far from interested in hearing whatever excuses that Scott had for back then.

"Well you're the resident expert on these guys. Any ideas on where they might've gone," Ulrich asked.

"Just one, and as much as I hate to admit it, it was actually one that Lang had pointed out earlier when he was telling us about this case," Hawkeye revealed. "Remember what he said was always close to each of the places that had been hit?"

Ulrich and Scott both turned to gape a little at each other and then Clint before they simultaneously said, "You can't be serious."

"These guys may be a somewhat competent gang of villains, but they did use to be just actual circus performers before Ringmaster decided they should become supervillains," Hawkeye pointed out with a smirk while he pulled his mask back on, signifying he was ready to get back into action. "Anyone up for a little fun in the Big Top?"

* * *

Ringmaster was not pleased with how the Stark raid had gone, but the fact that his gang had been able to beat down on Barton was a small token of good compensation for that. If there was one thing he could not stand, it was anyone who would dare to cross him like Clint had. They took the archer in, gave him a home, taught him everything he knows, and how does he repay them? By getting them all caught while he got to go off and play superhero, that's how! The little punk deserved every painful thing they could throw at him and more, and if it were an option, they would be sure to deliver that long overdue debt in full. At the moment though, they had bigger things to attend to, starting with finding a way to make up for how the Stark raid had failed. No doubt their benefactor was going to be a little upset with this.

True, the carnival crook had no idea who this person was, and the mere sound of their employer's voice gave him chills with how emotionless it was, but the fact that he was able to give his gang such an impressive amount of tech so that they could take their acts to a new level was reason enough to ignore all those warning signs. Who cared of if the guy's voice sounded so void of emotion and like a computer program? As long as he and his circus got paid and were able to take their place at the top as the greatest villains in history, that was all that mattered to Ringmaster. They just needed to pull off a few more jobs for this X.A.N.A. person, including one to compensate for the failure at Stark Industries, and they would be good. He had no idea why the guy wanted this tech, or why he seemed so concerned about the fact that Sprint Samurai had shown up at Stark, assuming "concerned" was the right word for it, but frankly, he did not see why it should matter. They pull off these jobs, keep the tech that X.A.N.A. provided, hand over some the items from their raids to the benefactor, and the only other thing that they had to do for X.A.N.A. was keep his involvement quiet. Easiest money they had ever made.

That was what Ringmaster was thinking as he sat in what counted as an office for him, thinking about his most recent call from said benefactor, until he suddenly heard a commotion coming from the big top that sounded a little too much like a fight. He had a pretty good idea what the cause was, and he was not going to take any heroes invading his carnival lying down, so he jumped out of his chair, out the door, and into the large circus tent that sat in the center of his carnival just in time to see the entire Circus of Crime facing off in a heated battle against the same three heroes that they had encountered earlier. Sprint Samurai was running circles around Swordsman and Human Cannonball, Ant-Man was tangling with Bruto and the Gambonno Twins, and to no one's surprise, Hawkeye was once again having a shoot-out with Trick Shot, and though it may have looked like both sides were at a stand-off, to Ringmaster it looked more like the heroes were making a mockery of his gang. There was no way the leader of the Circus of Crime was going to allow that, so he immediately charged in to deliver a little hypnotic suggestion to Barton and his new friends.

Too bad for Ringmaster, Hawkeye had noticed the Circus of Crime's leader coming in from the corner of his eye, and just as Ringmaster was reaching for his top hat, he pulled an arrow from his quiver, and instead of stringing it, he simply tossed it in Ringmaster's direction. The result was an explosion of light that left the gang leader blinded long enough for Sprint Samurai to race in and knock him out with the butt of his saber. A quick use of his triplicate powers then allowed Ulrich to gain a numbers advantage over Swordsman and Human Cannonball for a moment, but he quickly put that on pause when Ant-Man had a swarm of ants close in on Bruto and the Gambonno Twins for a minute and then turned to run over while calling out for his attention. "Samurai, get a free hand for a minute," the size-changer had said, and the minute that Ulrich had holstered one of his sabers, he reflexively raised the open hand to catch something that Scott had thrown to him.

When he opened his fist to see what it was that Lang had tossed over, his brow instantly scrunched up in confusion at the object. "Uh why did you just throw a toy truck to me," Ulrich asked once Scott had came to a stop next to him.

"First off, it's not a toy," Scott revealed as he pulled out a coin-sized disk that looked a bit like a shuriken with a blue light in the center of it to show Ulrich. "Second, throw it at this."

Ulrich looked between the truck in his hand and the disk for a minute before nodding, which Scott took as a signal to throw the strange object into the air while recalling the ants that were surrounding Bruto and the twins. Reacting as quickly as he could, Ulrich simply tossed the small truck towards the disk, and upon colliding with the device, the toy instantly became a full-sized truck, which came crashing down on its target, resulting in a fiery explosion seconds later, much to Ulrich's surprise. While the Gambonno Twins were knocked aside by the shockwave of the explosion, it looked like Bruto ended up taking the brunt of it, and as a result, he was knocked out cold with quite a few burns on his person. Seeing this, Ulrich could only glance at Scott and say, "Don't you think that was a little too much?"

"Yeah. I thought it was a water truck," Ant-Man admitted. "Uh…sorry."

"Make up for it by helping me and Hawkeye deal with the last three," Ulrich told him, and the two were soon jumping into action again, with Ulrich racing back into the fight against Swordsman and Human Cannonball, and Scott flying over to Barton via an ant.

When he was close enough, he immediately down onto Clint's shoulder, and then waved to him in order to get his attention. When he noticed Scott, Hawkeye immediately rolled into cover so he could avoid Trick Shot's arrows for a few minutes, and asked, "What do you want, Lang? I'm a little busy to listen to whatever story you have about our history at the moment."

"I just figured you could use an extra hand taking out Trick Shot," Ant-Man shrugged.

Clint glanced between the rookie hero for a minute and Trick Shot, who was holding his fire while trying to spot Clint, and eventually asked, "How good's your grip?"

"Uh…pretty good. Why?"

"I'm gonna shoot you."

"What?! Uh, isn't that a little too extreme for a hero's idea of payback," Scott pointed out in a panic. The next thing he knew though, he was lifted off of the archer's shoulder via one of Clint's arrows, which the archer was soon setting up to fire.

"Not what I meant," Hawkeye smirked as he raised his bow to fire. Once he had Trick Shot in his sights, he lined up the shot and asked, "You all buckled in?"

Now that he had caught onto Hawkeye's plan, Scott could only smirk in excitement as he replied, "Yeah. Let's do this."

He did not need to tell Hawkeye twice, and a second later, Clint released the bow string, and Scott was sent flying towards Trick Shot via the fired arrow. Trick Shot must have noticed the shot a short time after Hawkeye had fired, because he immediately turned to fire his own arrow at Hawkeye's. Thankfully, Scott was able to jump clear before the two arrows collided with each other, and as a result, he was able to deliver a hard cross right into Trick Shot's jaw, and since Ant-Man was still at a smaller size, his blow ended up dealing an impact that was similar to that of a bullet. When Ant-Man returned to normal size again, he could only smirk down at the unconscious Trick Shot, even as Hawkeye made sure the villainous archer was restrained, but what he found even more satisfying was that when he threw Clint a thumbs-up, Barton ended up smiling a little and returned it with one of his own.

The two then brought their attention back to the fight when they saw Ulrich was still having some trouble with Human Cannonball and Swordsman, but that was mostly due to the former, since Ulrich could match the latter easily in sword combat. Seeing this, Ant-Man immediately pulled out the pistol strapped to his belt and threw it to Hawkeye, who managed to catch it with ease. "It's a Pym Particle gun I came up with based on the one that Doctor Pym used to help me save my daughter before. I adjusted the settings so that it'll just shrink something down to a smaller-size without making it microscopic or sending it into the micro-verse," Scott quickly explained.

"I get what you're aiming for," Hawkeye replied, and he instantly fired the pistol at Human Cannonball, causing the fast-moving, heavy-hitting villain to be shrunk down just like that. Ant-Man then raced over with an empty vial like those used in chemistry sets, and caught the shrunken villain inside before sealing it shut with a cap that had a few air holes in it, much to Hawkeye's surprise. "You actually have stuff like that on hand?"

"You'd be surprised how useful it can actually be," Scott shrugged.

All that was left at that point was Swordsman, and since Sprint Samurai's duplicates were still hanging around, the blade-wielding criminal could tell that he had very little chance of winning this fight, especially since his comrades were not likely to come to his aid anytime soon. Seeing he had no other option, Swordsman just growled under his breath as he pulled a smoke pellet from one of his armbands, and tossed it at the ground, leaving the heroes disoriented for a moment as he made his escape. When the smoke cleared, the three were sure that the other carnival crooks would have been gone as well, so you could imagine how relieved they were to see that only Swordsman was missing. Ulrich immediately commanded his duplicates to make sure the other villains were secured before fusing them back into him and holstering his sabers, and he then turned to race out of the tent in an attempt to go after Swordsman. At least, that had been the plan until Hawkeye stopped him.

"Forget it, Samurai. Swordsman's long gone by now," Clint informed his friend. "Trust me. I've used that little trick myself quite a few times in my life, and Swordsman's the one who taught it to me."

"So we just let him get away," Ulrich asked.

"For now. Besides, we've got more important things to do at the moment," Clint pointed out, and he then reached for his ID card so he could contact Hank and ask him to put in a call to S.H.I.E.L.D.

* * *

It did not take long for Maria Hill to send down a prison transport for the captured members of the Circus of Crime, and while Ulrich took the time to talk with Maria in order to help sort out through the items that the criminals had stolen in their heists, Scott took this time to talk with Clint once again, determined to finally clear things up with the archer. Some would probably have said that Scott was either really foolish or just flat out stupid for continuing to try and explain himself to Hawkeye, given how sure the archer was about what had happened, but Scott was not about to let that stop him. He just had to get Hawkeye to see the truth, and he was going to even if it killed him. Which, knowing Clint's reputation and past, was probably a likely scenario, now that he thought about it.

He shook that idea out of his head before it made him stop from going through with this, and then looked Hawkeye as close to dead in the eye as he could, given how Clint was trying to avoid meeting his gaze. "Look Hawkeye, I didn't know you were in the Circus of Crime," Scott started to say.

"Doesn't change the fact you sabotaged us and ran off," Clint rudely argued.

"Just listen to me for a minute," Scott snapped, startling Clint enough to draw his gaze fully onto Scott. "Ringmaster to me you were a real circus when he hired me. I thought I was making tech for your show, not to steal from my town. When I found out the truth, I felt like I had to stop you, and the best way to do that was by destroying the tech I made. Not only that, but I didn't keep your stolen money. I gave it back to the guys you took it from."

"Ringmaster lied to you," Clint questioned, but he then rolled his eyes and amended, "Of course he lied to you. It's practically his specialty to deceive others into doing what he wants, with or without mind control. Still, you actually went that far to help others even before you got the ability to be a superhero?"

"Helping others is something I've always wanted to do, even before I ended up having to resort to stealing so I could pay for my daughter's surgery. That night was the first time I felt like I really had done something to help though, even if it was just my hometown. Now, I'm able to do a lot more, and I don't want to pass that chance up," Scott finally finished.

Hawkeye studied the new size-changer for a minute, looking for any clues that Scott could be lying. In the end, he found absolutely nothing of the sort. Scott was telling the truth, and the conviction he held in his words could be seen in every inch of his being. No one could be able to tell that with a simple glance as easily as Clint, but he still kept silent for a few minutes just to get Scott a little fidgety for a while. When he had finally had his fun making the new Ant-Man squirm, Clint smiled and said, "I guess Pym did make a smart choice after all when it came to his successor as Ant-Man. So I guess that just leaves one question. You plan to accept the invite to join the Avengers?"

Scott could only beam with pride when he heard that first statement. Coming from any Avenger at all, that would have been a good compliment, but hearing that from Hawkeye, someone who was clearly still upset with him over events that had happened in their past, that meant a lot more. When he heard Clint's question though, his happiness became a little more subdued, as he looked down and replied, "I would like to, but right now, I think I'm just not ready yet."

"You're kidding right," Clint asked in disbelief.

"No, really. I'm still new at all this, and I'm still figuring things out about how to handle being a superhero. Just give me a few months or so, at least, and if the invite's still good, maybe I'll consider joining up," Scott explained. He then smirked a little and jokingly added, "Besides, Luke Cage and Iron Fist kind of already offered me a job with them, so I think I might stick with the Heroes for Hire for a little while longer when it comes to teams."

Clint probably could have made a joke at that, in fact he was very tempted to, but he saw just how big a deal this was to Scott, so he ended up not having the heart to do so. Instead, he simply smiled and said, "Well in that case, here's hoping for when that day comes. See you around…Scott."

The two then exchanged a quick handshake along with a pair of smiles, and with all that said and done, Scott shrunk down to fly off for his home, ready for whatever adventure what await him next. It was actually at almost that very same moment that Ulrich walked over to Clint with a smile on his face, having heard a good deal of the last bit of the two's exchange, and he playfully punched Clint's shoulder as he joked, "I think you might be going soft, Hawkeye. Last I checked, you weren't the type to let go of old grudges so easily."

"Well, maybe I'm just learning that in some cases, it's better to just let go of the past and move on so that I can live in the present while making a better future," Clint playfully shrugged. He then got a little more serious as he added, "Besides, I had a couple of good teachers when it comes to that kind of thing. A couple of kids who've been through way too much in their lives who've somehow, despite how annoying they are, become like a brother and sister to me."

Ulrich's smile became less teasing and more sincere after hearing that, knowing that the kids Barton was referring to were him and Aelita, even as he said, "Well, we did have a little help from you and the others. After all, you're family to us too, Clint."

The two exchanged a quick fist-bump to wrap up their little bromance moment, and then parted ways from the site so that they could return home. Sure the good mood was brought down a little when they overheard one of Hill's agents reporting that some of the stolen tech was still missing, but all the same, they felt like they had accomplished a lot today, even if they were not able to recruit the new Ant-Man into the Avengers. They just had to hope that Janet would not be too upset about that particular failure.

* * *

"So you're telling me, that even after going through all of that, he still said no," Janet asked the two in disbelief. Hawkeye and Ulrich had just gotten back to the mansion a few hours after leaving the Circus of Crime's former carnival base, and naturally, they had to give the new leader of the Avengers the rundown on how their attempts to recruit Scott had gone. Yes, she had been fairly upset that their main objective had been a failure, but when they mentioned how they took down a major supervillain gang her anger seemed to dissipate a little bit. They left out the part about Hawkeye's history with the Circus of Crime, at Clint's request. He felt that he was still not ready to tell the others about that part of his past just yet, and Ulrich was more than happy to oblige that wish.

"Pretty much," Ulrich shrugged.

"Hey, at least he said he was willing to consider that at some point in the future. Sure, it's pretty much the same as Williams, but it's still better than a total no," Hawkeye pointed out.

Janet eventually let out a small sigh, having to admit that Clint had a point there, and still ended up smiling as she revealed, "Well, I guess that means that the first recruitment missions were both something of a bust for the most part."

"Wait, Wolverine said no too," Ulrich asked, hardly believing that.

"Afraid so, but on the bright side, we did still end up getting two new Avengers for the team," Janet revealed. "Or should I say, we recruited a new member and got back an old one. Well, not that much of an old one, seeing as she was still pretty new when she left, but it's still the same thing."

Before Ulrich or Clint could ask what Janet meant by that, the door to the lounge opened, and the two turned to see Ms. Marvel walking into the room, much to their surprise. That surprise quickly turned to relief and annoyance for Ulrich and Clint, respectively, and while Ulrich was quick to welcome Carol back in the same way that Aelita had, Clint just stood up and leveled a small look at the blonde beauty, almost as if he was daring her to try something. Apparently, Carol had been expecting that, because after she had thanked Ulrich for his greeting, she let out a small sigh of resignation and walked over to Clint so that she could confront him and the problem she knew he would have with her being back.

"Look Hawkeye…Clint, I know that we didn't exactly part on the best of terms, but I'm willing to admit I may have been a little out of line before. Especially since Aelita helped point out every flaw in my thinking at that time," Carol started to say.

"So you need help figuring out where you messed up? Well, that's good to know," Clint retorted.

"No, I just…Look, what I'm saying is I'm willing to at least give you a chance to prove your innocence before I try to haul you off to S.W.O.R.D. again. Don't get me wrong, you are still a suspect, even with Aelita and Ulrich's testimony, but mainly because there might be a chance that you are the Skrull without even knowing it. Still, I do want to give you the benefit of a doubt, so any chance we can work together and figure this out as a team," Carol finally apologized, extending a hand to Hawkeye as a sign of goodwill.

Clint looked between Carol and her extended hand for a minute, before he finally said, "You know, earlier today, I ran into a part of my past that I would rather have left buried, but I was soon reminded that sometimes…things can get better if you're willing to at least take a chance and let them try. Plus, if Aelita and Ulrich can both vouch for you, I doubt I can really argue with them. Especially in the case of Aelita. I've had one too many energy fields thrown at me for my liking due to ticking her off, so…sure, I guess I can give this a shot."

With that, the two sealed the deal when Clint grasped Ms. Marvel's hand in his own, much to her relief, and while it was a nice sight to behold, there was still one thing that had to be addressed. "So Carol's officially back, but that still doesn't tell us who the newest Avenger is if it's not Wolverine," Ulrich pointed out.

Janet was about to reply to that inquiry when Aelita walked in and beat her to the punch, an excited smile plastered on her face as she made her little announcement. "Ladies and gentlemen, allow me introduce the newest Avenger: the all-new, all-improved Scarlet Witch!"

At that moment, Wanda Maximoff came strutting into the room with a confident air unlike any that Ulrich and Clint had seen in her before, and that was not the only thing that was different about her. Wanda's heroic attire had also forgone her X-Men uniform in favor of a new heroic suit as well. Gone was the scarlet headdress she had worn before, letting her hair fall freely wherever it may, and not only that, but she now sported a pair of black pants and boots, along with a dark red top, while a scarlet red coat that reached her knees completed the ensemble. Needless to say, Aelita was not kidding when she said that Scarlet Witch was all-new and improved, because this outfit definitely made it almost seem like she was an entirely different hero altogether. In fact, if it were not for her hair, eyes, skin-tone, and posture, Ulrich was sure that he would have mistaken her for someone else.

"You boys might want to close your mouths. You'll start drooling, and besides, I'm already spoken for," Wanda teased the two men in the room, who had not realized that their jaws had dropped open until she said something.

Once he had regained his bearings, Ulrich shook his head and walked over so he could properly greet the mutant heroine. "Welcome to the team, Wanda, and I gotta say, I'm liking the new look. But I have to ask why you would change it up like this? Did you get tired of your old one or something?"

"No, not at all. I just felt like I needed a new look since I was joining a new team. I'm still keeping my old outfit, but unless it's an emergency, that's my X-Men uniform only, while this is my official Avengers suit," Wanda explained.

Aelita then took this moment to slink her way over to Ulrich and whispered, "She was also able to pick up on the fact that Cap was not himself almost instantly, mostly because of their relationship, so that made it all the more reason for her to join."

Ulrich nodded in reply to that, and then smirked a little as Hulk, Hank, and Steve all walked in to join the others in welcoming their newest teammate to the Avengers, while welcoming back Ms. Marvel. Seeing that they had managed to increase their numbers by two regardless of how things had turned out with Scott and Logan, Ulrich and Aelita could only smile in relief, feeling as though things were starting to look up a little for the Avengers. Now, they were sure that when the Skrulls did make their move, they would be more ready for them than ever.

* * *

 ** _AN: Okay, I'll admit, this chapter ended up being just as much about Hawkeye as it did about Scott, and yeah, it did draw some inspiration from a couple episodes of the animated series Avengers Assemble, but I really wanted to make that happen, and besides that, Hawkeye's one of the few Avengers that Ulrich and Aelita haven't really been able to really open up much of a bond with so far. Even in the first story, he was more of the comedic relief and helpful teammate kind of character, so I figured that this would be the perfect chance for at least one of the Lyoko Avengers to really connect with Barton like they had with the rest of their new family._**

 ** _On another note, yeah, I included a lot of MCU elements for this iteration of Scott Lang, including the appearance of the suit, which is most like the one that Scott wore in Marvel's Ant-Man, just to be clear, along with a few of the gadgets. The Pym Particle gun is actually something that you see Ant-Man using quite a bit in Avengers Assemble, and I figured, why not throw that in too. Plus, I just had to have Luis show up so he could deliver one of his stories at least one time, but let me tell you, writing that part was kind of hard._**

 ** _Ulrich: It certainly looks like it. I could barely follow one of his stories in the movie without going back and re-watching the scenes a few times over._**

 ** _AN: Right? Anyways, I'm sure you'll all also notice the little reference I made to Captain America: Civil War, and I mostly added that in there because it was kinda funny, really, and also to show off more of this new Ant-Man's skills and gadgets, which do include the Pym Particle Discs._**

 ** _Hawkeye: Why include the Circus of Crime in this as the bad guys? And what was with the line-up?_**

 ** _AN: Well to be quite frank, I wanted an enemy that could prove to be a good challenge to show-off Scott while also giving you a hard time, Hawkeye, and who better than the Circus of Crime? As for the line-up, most of it is inspired by the previously mentioned Avengers animated series, while adding in the Swordsman from the animated series Avengers: United They Stand. (An okay-ish kind of series, but it could've been a lot better in my opinion, if you ask me. Partly because they left it hanging on that cliffhanger at the end of the only season it had, kinda like what they did with Spider-Man Unlimited). Anyways, don't think this will be the last time we see those guys. That's part of the reason why Swordsman was allowed to escape, after all._**

 ** _Finally, there's the matter of Wanda's new look. Before anyone asks, yes, that is her Scarlet Witch attire from the MCU, namely as we saw it in the aftermath of Avengers: Age of Ultron, and for the entirety of Captain America: Civil War. My reasoning for giving her this look: same as the one that Wanda provided. I felt like she needed to have a separate uniform for when she's working with the Avengers in addition to her X-Men uniform. I've already established that her more iconic attire is her X-Men suit, and that was partly because I wanted to have Wanda sporting her MCU attire when she joined the Avengers. It's kind of like a way of showing off how this is a new chapter in Wanda's life in this story at the same time, too._**

 ** _Now, with all of that cleared up, here's a little heads-up on where we're going next chapter. We're moving out of animated and movie series of Marvel, and into the world of the Marvel Netflix series. For a better idea of where that is, let's move Onto the Preview!..._**

 ** _The Avengers continue on with their adventures in recruiting new teammates, as Aelita and Wasp take a turn to bring in some new blood. Their mission takes them right into the heart of one of the most dangerous parts of New York, known as Hell's Kitchen, in an attempt to recruit the vigilante that many have nicknamed the Man with no Fear. Just what sort of trouble with the two femme fatales of the Avengers find themselves in when they come face to face with this devil of a hero? And just how good are their chances of getting out of Hell's Kitchen alive, really? See just how powerful a blind fighter can really be next time in…_** **Chapter 12: Avengers Recruit: The Devil** ** _._**

 _ **Well, that all happened, so I guess that's a wrap for now. Oh, but wait! There's more! Here's a little something extra for you guys to tease your minds a little for one of my other stories!...:**_

* * *

 **After-Thought:**

It was the middle of the afternoon of the day following Ms. Marvel's return and Scarlet Witch's acceptance into the Avengers when it happened. No one would have expected something like this, but then again, the strange and unexpected was all part-and-parcel to so much as living in the Avengers' house, let alone being part of the team. One minute the room was empty, and the next, a man-sized, blue portal suddenly burst into existence. Before it vanished again, two men suddenly came racing out of it and into the room. One of these men had dark skin and long black hair, and was decked out in a black and burgundy jacket with yellow lines along the shoulders and collar, black pants, a pair of gauntlets, and fancy pair of glasses that seemed to be lit up with blue lights. The other one, who was the taller of the two, was clad in an outfit that was almost entirely red, save for the yellow boots, the yellow lightning bolts that circled his arms and waist, and the white circle with a yellow lightning bolt in the center that was clearly his emblem, and the pair of yellow lightning bolts that were on either side of his mask, which covered half of his face.

The two gazed at their surroundings for a minute, until the shorter one looked to his taller companion and said, "This better be the right place. 'Cause if this isn't the right place, someone's about to be real confused."

"This is it. I'm sure of it," the red-clad man assured his friend.

They got their final reassurance soon enough, because the minute they had appeared in the mansion, J.A.R.V.I.S.'s sensors had alerted the residents who were currently in the mansion, and that was what had drawn Aelita and Ulrich into the room, each suited up in their civilian uniforms and ready to activate their Lyoko suits at a minute's notice in case their visitors were hostile. Upon seeing the two in question, their eyes immediately widened, and after glancing at the two for a minute, Ulrich exclaimed, "Barry?!"

"Hi Ulrich, Aelita," the man in red greeted with a wave.

"Hey, it's good to see you," Aelita cheered as she rushed over and wrapped Barry in a tight hug, which Barry happily returned before exchanging a fist-bump with Ulrich.

"Yeah, but when we said you could come back any time you wanted to visit, I didn't think you'd be dropping by so soon," Ulrich joked.

"Well the feeling's actually kind of mutual," Barry revealed before remembering that he was not the only one present. "Oh, this is my friend, Cisco."

"Friend and partner-in-crime-fighting. Codename: Vibe," Cisco introduced himself, as he shook hands with both Aelita and Ulrich. "I have to say this…looks like a nice universe you've got here."

"Wait till you see the rest of the universe, as opposed to just my room at Avengers Mansion. And uh, if we've got the time, I'd kinda like to see Flash put a certain mutant speedster by the name of Quicksilver in his place," Ulrich informed him, joking a bit at the end.

Cisco just smiled at Ulrich before looking to Barry and saying, "I like this guy, and his girlfriend's really cute too."

"Sister," the two Lyoko Avengers corrected.

After Cisco had apologized for the mix-up, Barry brought them back on track by saying, "Hey do you remember the last time that the League and I were here, when we helped you out and you and your team promised to do the same for us?"

It was not hard to recall the time that Barry had mentioned, given that it was just a few weeks ago that it had happened, and neither Lyoko Avenger needed to ask why Barry was bringing that up, because they knew it most likely meant that he was calling in that favor. So while Ulrich turned to call in the rest of the team, Aelita looked at Barry and asked, "What're we up against?"

 **…To be continued in _Justice Marvel_ , Chapter 13: Clash with the Conqueror.**

* * *

 _ **Yeah, you saw it here. A little teaser for the final chapter of my story-crossover between this bad boy of a series and my Justice League &Captain America crossover, Justice Marvel. I realize that the chapter I'm referencing has been posted for a few months now, but I just couldn't resist the opportunity to throw that in. Plus, for those of you who have already read that story, now you have an idea on the exact point in time when Flash and Cisco returned to the Code Avengers universe to get the Avengers' help in their big battle. For those of you who haven't read the story yet, I highly recommend doing so now if you haven't already. Especially if you're a big fan of both Marvel and DC.**_

 ** _Well,_ now _that wraps up everything for the moment. So until next time..._**

 ** ** _Please read and review, and I'll see ya next time, fellow true believers!_****


	12. Avengers Recruit: The Devil

**_AN: Ladies and gentlemen, and all other varieties of creatures in existence...I LIIIIIIIIIIIIIIVE! And I'm back with the next, long-awaited chapter of Code Avengers: Cosmic!_**

 ** _Hawkeye: Which is more than a little overdue. I mean, you haven't updated this thing since what, last November?_**

 ** _AN: No one likes a smart-ass, Clint. Anyways, if you guys have been keeping up with all of my stories, then you know that I've been busy working on each of them as well, be it Justice Marvel, Hearts of Avengers, or even the recently completed Kingdom Hearts Dual Keys. There are other titles in that list, of course, but you're not tuning in to hear me talk about all of those. No, you want to see what happens in the newest installment of this grand tale. And I will let you do so, but first, let's answer a review or two._**

 ** _Deadpool: BOOOOOO! NO REVIEW ANSWERS! WE'RE SICK OF WAITING! We want our money back! We want our money back! We want...[gets blasted several times over with every weapon imaginable by anyone, man, beast, or otherwise]_**

 ** _AN: I'm not even going to dignify him with the flaw in his logic, because let's face it, Deadpool never had any logic to begin with._**

 ** _[audience laugh]_**

 ** _Anyways, first a general response to reviews, I appreciate the thought many of you have put in to the story suggestions you put forth, but as of this moment, I am not, I repeat NOT taking on any new story requests at this time. Hearts of Avengers was the last story challenge I plan to be taking on for a while, and until further notice, I do not plan to take on any more new ones, no matter how interesting they may or may not be. Sorry guys, but that's just the way it is right now._**

 _ **Next up, in another general response, I have been thinking about one or two things on how I could deal with the Surtur story arc that went unfinished in Avengers EMH, but as we've all seen now, we have not really gone into serious detail regarding that in this story. That's partly because we have not really taken things over to Thor's point of view in this story, and also partly because it does not really have much of a place here at the moment. To be honest, if I were to include Surtur in here somehow, it would likely be very brief like Thor's battle against the guy in** Thor: Ragnarok **, which was a great move by the way, in case I did not already mention that before here. This is something that will be on the back burner for the moment, but still has a strong likelihood of coming about later on.**_

 _ **Finally, in answer to the guest reviewer "Sonic", I normally don't give away big spoilers like this, but I will go ahead and tell you now, yes, Aelita and Peter are going to have a kid some day. It's not going to happen any time soon in this story, and it will certainly be a while, but it will happen, and we'll get to see what said kid is like in the sequel to this story, assuming that I don't post Enter the Spider-Verse: A Code Avengers Story sometime before that.**_

 _ **Oh, and to all you folks wondering when Odd's going to show up and how that will happen, don't worry, that's coming very soon...Or maybe, it already has happened, and some folks just haven't realized it yet.**_

 _ **Ulrich: Well, that's not ominous or a dead giveaway about a few details or anything.**_

 _ **AN: Yeah, I suppose. Well, no point and making you all wait any longer, so on with the story, and the newest version of the Code Avengers intro sequence! Avengers, to the chapter!**_

 ** _I do not own anything from any of either of the Code Lyoko or MARVEL franchises or any other franchise mentioned in this story._**

* * *

 **And there came a day unlike any other, when Earth's mightiest heroes found themselves united against a common threat. On that day, they became the Avengers: the invincible, armored Iron Man; Hawkeye, the world's greatest archer; the Wakandan King, Black Panther; Thor, Prince of Thunder; the Wasp, size-changing extraordinaire; Ms. Marvel, kree-energy-infused defender of Earth; the Hulk, strongest hero there is; Wanda Maximoff, the Scarlet Witch; Ulrich Stern and Aelita Schaeffer, alias Sprint Samurai and Angel Guardian, the last Lyoko Warriors; and Captain America, the First Avenger. Assembled, they are strong, and forever, they fight as one. Avengers, assemble!**

* * *

 **Chapter 12: Avengers Recruit: The Devil**

The days that had followed Ms. Marvel's return to the Avengers and Scarlet Witch's addition to the team were rather interesting to say the least, and it was not because of something that happened here in the Avengers' world. Once again, they had found themselves teaming up with the Justice League that they had encountered just before the whole Skrull matter had been brought to their attention, only this time, the Avengers were helping to save the League's dimension. It was a bit of an experience, seeing as it allowed the League to meet the Avengers' Captain America at last, while the Avengers also got the chance to meet Superman and Batman, but considering that it was another round with Kang the Conqueror, some of them did feel like it was a little dull compared to their last team-up. Then again, the League's Kang did manage to practically overrun nearly the entire planet while forcing the heroes of that Earth to form as much of a resistance force as they could with Superman and Batman in charge, so they had to give him that at least. Ultimately, the Avengers were able to give the heroes of another dimension just the help that was needed to defeat Kang, and after a brief celebration with the League, the Avengers had quickly returned home so that they could get back to business as usual.

Today, that business involved locating and inviting another new member to the Avengers, and they were really hoping that this hopeful recruit would say yes, because so far, their attempts to add to their ranks had only managed to get them Scarlet Witch. Sure, they had only made two attempts at recruiting, while Wanda had volunteered on her own, but considering that both their original, mutant recruit and Hank's successor as Ant-Man had both said no, the Avengers were really hoping to get a win from this one. Their drive to get this next choice of a new Avenger to join was only reinforced by the fact that he was apparently just as good of a fighter as Black Panther and had a sensory ability that put Spider-Man's sixth sense to shame, according to the Web-Head himself at least. Still, that drive did not really do too much to ease Janet's nerves as she and Aelita walked down the street to their destination.

"Do we really have to come here," Janet questioned again, her nervousness showing in every word.

"For the last time, Jan, yes, we do. Peter said that this is the only way to get in touch with this guy, and that it's better if we go talk to him in person," Aelita reminded her while discreetly rolling her eyes. She had to endure the Wasp asking that same question several times now even before they had arrived in this part of New York, and even though she could understand Janet's worries, she was starting to get a little annoyed with her constantly asking that same question and sounding like a scared child.

"But still, of all places in New York, why did the guy have to be based in Hell's Kitchen," Janet questioned.

"Well, considering what he calls himself, and what people called him when he first started out, it does make a certain bit of sense that he would be based here," Aelita pointed out as they rounded another street corner.

Indeed, the two female founding Avengers were currently trekking through Hell's Kitchen, the roughest, most dangerous part of New York, all in the hopes of locating a hero that Peter had told Aelita about when he learned that the Avengers were looking for new members. He was a little upset that Aelita had been one of the first to object to bringing him in, but that quickly passed after she explained her reasoning to him. At least, Aelita was fairly sure that he had forgiven her, and if the make-out session that they had later that same day along with what followed afterwards was any indication, she would say that hunch was good. Still, no matter how good she had felt at that time, there was very little she could do to help Janet get over her worries about being in the one part of New York that even Spidey did not regularly patrol for crimes-in-progress.

"I just wish we could've come in costume or something," Janet stated, gesturing to her very fashionable, civilian attire. Sure, it was not that much different from the outfit she normally wore when she was not sporting her Wasp suit, but given Janet's skill as a fashion designer, and the fact that the girl was stunning enough to model her own clothes, Aelita could confidently say that Janet made the simple blue jeans and yellow top look fabulous.

"You're the one who decided it would be better to tell the others we were going out for a girls' day with just the two instead of telling them what we were actually doing so that we could keep the Skrull spy from finding out," Aelita reminded her. "Besides, be glad that you actually can go to this in regular civilian attire."

Aelita was of course referring to the fact that she was wearing her civilian uniform instead of actual casual clothes. Sure, it might have been a give-away to some that she and Janet were Avengers, but most people did not even bat an eye at her appearance, probably assuming that she was a big fan of the team or something. Even so, despite the fact that she liked her dark pink and purple ensemble, she still would have liked to wear an outfit that would count as casual clothing, even if it did have the chance of making them bigger targets for any criminals that hung around in Hell's Kitchen.

Janet gave her a shrug in acceptance of that, and then fell silent for the next few minutes, until she finally asked something that had been bothering her ever since Aelita told her about their potential new teammate. "So how does Peter know this guy again? I don't think you really explained that."

"He didn't really go too far into details when I asked him," Aelita shrugged in admittance. "He just said that he ran into some legal trouble as Peter Parker a while back, and apparently, it was enough for an anonymous benefactor hired the guy to represent Peter as his lawyer. While things were unfolding, he later met the guy's vigilante friend as both Peter and as Spidey, and afterwards, they had a few more team-ups to try and find some evidence that would help to expose Wilson Fisk as the Kingpin, and before that, L. Thompson Lincoln as the Big Man of Crime."

"A lawyer who's friends with a vigilante," Janet mused aloud. She then shrugged her shoulders and said, "Well, it's not like we haven't heard of or seen weirder things."

"Yeah, no kidding. Next thing you know, we'll be meeting another Hulk with a law degree," Aelita joked.

"Funny you should mention that," Janet started to say, only to glance up when she realized that they had arrived at their destination. "Oh, hey, we're here. The office of Nelson & Murdock Law Firm, at long last."

"Well, let's get inside before you die of a heart attack, brought on by an overlord of jitters," Aelita joked as she walked into the building, making a mental note to ask Janet to continue where she had left off with that last comment later. That, or to ask Hulk if he knew anything about it when they got back to the mansion.

Walking into the rather modest building, they quickly came what could be counted as a small reception area, and spotted a blonde woman in business casual attire seated at the desk rapidly typing away on a computer while she looked through a few different notes, barely letting her eyes wander from her work for very long. To be honest, neither of the two Avengers were sure if she had even noticed them coming in, and it certainly seemed that way when she did not even look up at them when they got up to the desk. It was not until Janet let out a small cough to get her attention that the woman finally spoke to them. "Can I help you," she asked.

"We're here to speak with Matt Murdock," Janet requested.

"Do you have an appointment," the blonde questioned.

Aelita and Janet looked at each other in disbelief before the former looked back and said, "Seriously?"

"Seriously," the blonde nodded.

"Okay…We don't have an appointment, but we need to speak with Matt Murdock right away," Janet stated as simply as possible.

"I'm sorry, but Mister Murdock has a few different cases that he needs to sort through at the moment," the woman replied. "You'll need to make an appointment and come back at another time."

Janet could feel her eye twitching irritably at that point, but Aelita was quick to step forward and slap her hand down on the blonde's desk before sliding something towards her. When the pinkette pulled her hand back, Janet saw her Avengers ID card sitting there, and had to smirk a little at the fact that Aelita was basically pulling a badge on the rather rude secretary. "It's very urgent that we speak with Mister Murdock now. Avengers business," Aelita then stated to help drive the point further home.

When the blonde glanced over at where Aelita's hand had just been and saw the ID card, the two saw her pause in her work before slowly raising her head to better look at the two with wide eyes. The two Avengers both started to slowly countdown in their heads, and right when they had reached one, the girl finally regained her voice. "Oh my god. You're the…like the actual…you're Wasp and Angel Guardian of the Avengers," the woman finally gasped.

"Yeah, that's us. We'll get you an autograph later, but first, would you mind," Janet asked, reminding the woman why they were there.

"Oh! Of course, right away," the woman nodded. She then hurried over to one of the other doors, knocked on it, and called out, "Matt, there's someone here that needs to see you right away. Says its urgent."

"Could you ask them to wait, Karen," a male voice questioned.

"I'm not sure if I can. They're the Avengers," Karen replied.

The person on the other side of the door was quiet for a minute before he finally said, "Tell them to wait a couple of minutes and then send them in when I buzz you."

Karen nodded in reply before turning back to the two so she could repeat the message from her boss, but Janet raised a hand to say that it was unnecessary and quickly moved to take a seat in one of the chairs that was resting against the wall. Aelita would have done the same, but found herself stopped when Karen asked if she could take a quick selfie or two with her. Aelita certainly did not mind, and by the time she and Karen had finished, Matt had buzzed Karen like he said he would, and the two Avengers were allowed into the office, with Aelita retrieving her ID card as they went past Karen's desk. When they stepped into the office, they were greeted to the sight of a man in a smart business suit that was typical of all lawyers and neat, well combed hair, but the most surprising thing about him, was the cane resting at the side of his desk, and the heavily tinted glasses that he wore over his eyes, which indicated something that neither woman was expecting.

"You're Matt Murdock," Janet asked in disbelief.

"You sound surprised," the lawyer smirked in response as his hands continued to run over the documents in front of him.

"Well it's just that…well I mean, I don't think either of us have ever met a lawyer who was…"

"Blind," Matt finished for the size-changer, his smile not faltering at all. "Well, I've never met one of Earth's mightiest heroes before, so I guess that makes us even. Or I suppose I should be saying two of Earth's mightiest heroes."

"How'd you know that there were two of us," Aelita asked.

"There's actually a great deal of truth in what they say about how your other senses become stronger after one of them is lost to you," Matt easily said. "Anyways, normally this would be the part where I would introduce myself, but you both clearly already know who I am."

Janet managed to recompose herself again, and held her hand out to their host as she said, "It's a pleasure to meet you, Mister Murdock. I'm Janet Van Dyne, the Wasp, current leader of the Avengers."

Matt paused in his browsing of the brail documents before he smirked again and asked, "She's holding her hand out for me to shake or something, isn't she?"

Wasp immediately started to turn sheepish while Aelita noted, "You seem a little more amused by that than I would expect."

"You get used to that kind of thing after a while," Matt chuckled in good nature, and he then extended hand as he searched for Janet's. When he finally brushed her fingertips, Janet helped him the rest of the way by moving her palm into his hand. "You have surprisingly soft hands for a crime fighter, Ms Van Dyne."

Janet could not help but blush a little at that comment, and then said, "I use a very good moisturizer."

"You shake hands with many crime fighters, Mister Murdock," Aelita asked.

"Many more than you think, Miss…"

"Angel Guardian," Aelita filled in as she moved to take Matt's hand after Janet.

Matt's grin seemed to fade a little as he noted, "The youngest of the founding Avengers?"

"My brother and I are actually the same age, save for a few months difference, but yeah, I'm one of the youngest," Aelita confirmed. Her eyes narrowed a little bit as she added, "Is that a problem?"

"No, I'm always glad to see someone willing to stand up and fight the good fight, but taking on that kind of fight at such a young age is…well, I was blinded when I was just a boy, so I know very well what life-changing experiences can do to someone Miss Guardian," Matt explained.

That answer seemed satisfactory for Aelita, because she eventually smiled in return and said, "Just call me Angel, Mister Murdock."

"Of course," Matt nodded, and he then gestured for the two to have a seat so they could get down to business. "So, what can I do for the Avengers? I certainly hope you're not in the midst of some kind of legal trouble."

"Sorry, but it's nothing like that," Janet half joked. To be honest, she was a little surprised that the Avengers had not gotten into that kind of thing throughout the entirety of the time that they had been a team. Then again, the only ones who really seemed to oppose their being around was about half of S.H.I.E.L.D., so it was not like they ever really needed to as far as she knew. "Our team's actually in the process of recruiting new members and we were told you could help us out with that."

"Well, I'm flattered, but unless you plan on extending your battles to the courtroom, I'm afraid I'm not going to be much of a big help," Matt joked.

"While we wouldn't mind knowing that you'd be able to help us, we're not actually here for you," Aelita clarified. "My boyfriend said that you could get us in touch with the person we're hoping to recruit."

"And your boyfriend is…" Matt inquired, honestly curious about this information. It was not every day that you got confirmation about who a famous person was dating without going through some gossip vine.

"Spider-Man," Aelita replied.

Matt stilled for a moment and then lost his smile completely, indicating that he had just gotten much more serious as he commented, "Ah, you're looking for my friend Daredevil."

"And from what Spidey told us, you can get tell us where to find him," Wasp finished, giving Matt all the cue he could need to provide said information.

Matt scratched his chin for a moment, making the two girls think he was trying to figure out how to reply to their request. They would admit that they might have been a little blunt in their approach to all of this, and this is without accounting for the fact that they did not know the full extent of Murdock's relationship with the man without fear, but given how serious the Skrull threat was, along with everything else that the Avengers were currently dealing with, they did not have time to beat around the bush. Finding Daredevil and adding him to their ranks was a serious priority for them, and they were not going to fail in that objective.

After another moment of silence, Murdock finally said, "I'm afraid I can't tell you where Daredevil hangs his club." The two girls both nearly let out a moan of misery when they heard that, but they managed to hold it in and maintain their professional appearances. Which was a good thing, because otherwise, they probably would have missed the last part of Murdock's sentence. "But I can tell you where he's going to be."

That did brighten up the two's spirits, but they knew that it could not have been that simple. Murdock would have told them that information right off the bat if it was, so the fact that he had not meant that this information had to come with a price. "What's the catch," Janet inquired.

"Just this: I want to know why you want to recruit Daredevil," Murdock replied.

"A good number of the members on our team are powerhouses, and while we do have guys like Hawkeye and Captain America who are more about skill and finesse than muscle, we still don't have enough of the latter to really say that its balanced out, for one thing. After Black Panther left, we've really needed someone who could fill the gap that was created there, and from what we hear, Daredevil could do that and more. Besides, from what Spidey told us, he could also help us to pick up on things that others would miss, and that's something that we have ended up needing a lot more times than we care to remember," Wasp admitted.

"But it's more than that. Daredevil is often considered a street level hero, and while the Avengers do handle a lot of the bigger things, people often think that we either forget or ignore the things that happen down on the ground. There's no such thing as a problem that's too small for the Avengers to handle, and Daredevil could help us show that we are serious about looking out for all dangerous problems, not just the alien invasions, time-traveling conquerors, and other major things like that," Aelita added. That may not have been a big reason in the eyes of the others, but for her, it definitely played a part in the decision.

Murdock mused this over for a moment, until he finally nodded, seeming satisfied with that answer, and told them what he knew. "Last time I heard from Daredevil, he was following a lead on the recent upsurge in gang activity on the streets. Ever since Fisk was ousted as the Kingpin, a power vacuum had been left open, and it seemed like several small time crime bosses would have made a power play for his position. That did happen for a short time at first, but then suddenly, it all just stopped. Aside from a suspicion that there might be a new player in the whole thing that's somehow managed to seize control, I don't really know more than that, but Daredevil does," Murdock explained, as he slid a card and pen over to them so they could write down what he was about to tell them about. "If you go to the industrial district on the far side of Hell's Kitchen, you'll find him on a rooftop, being ready to scope out a possible location for someone that he thinks may have some inside information on this new player."

Janet quickly scribbled down what Matt said, along with an address that was a little more specific than a random rooftop after she had asked Murdock for one, and the two then departed from the law firm office with a quick goodbye to both the blind lawyer and his secretary. It was just after they had both left that Matt's partner Foggy Nelson actually walked in, and he could not help but glance between his best friend and the two that had just left. "Did I just see two of the Avengers walking out of here," Foggy questioned.

"Yes, you did," Matt confirmed for his friend.

"They didn't figure out that you're…" Foggy started to ask, leaving the end of his sentence hanging for his friend's sake in case they were still close enough to hear, or in case Karen overheard them.

"No, but they were looking for Daredevil," Matt reassured him. He knew that Foggy was not too fond of the fact that he went out and put his life in danger to protect Hell's Kitchen as Daredevil, but he was sure that Foggy understood why he had to do it. After all, when you have hearing as good as Matt's, its really hard to ignore all the people crying and pleading for help, especially when you live in Hell's Kitchen.

After Matt had explained what the two Avengers wanted, Foggy was stunned silent, and he felt that he had to ask, "So are you going to accept? I mean, this is a big thing, and who knows what it could do to your career if you add Avengers membership to what you already do as Daredevil?"

Murdock knew that Foggy was right, but at the moment, he was not quite ready to answer his friend just yet. He was going to let his final decision rest on what happened later tonight when he and the two Avengers confronted the newest small time crime boss that many on the streets only knew as the Hood.

* * *

Several hours later, night had fallen over the city, and Wasp and Angel Guardian were both awaiting Daredevil's arrival atop the rooftop that Murdock had told them about. Since they had a feeling that they were going to be diving right into some action, they had both come fully suited up and prepared for some hero action, so all that was really left for them was to meet with the man of the hour himself. They just wished that Murdock had given them a more specific time to expect their prospective Avenger, because they had been waiting at the specified location for more than a few hours now, and there was still no sign of Daredevil.

"This is why I don't think I could ever handle doing stakeouts," Wasp sighed as she gazed down at what was supposedly Daredevil's target. "All this waiting is killing me."

"Why do you think you always see cops bringing along boxes of doughnuts in movies and such for these things? Got to have something to do while you wait," Aelita informed her older sister figure.

That got Janet to turn her attention to the pinkette, and she could only stare in disbelief when she saw that Aelita had a pair of ear buds on while in her hand was her Lyoko Cell, which was running a program that Janet assumed was some kind of sound editing program. Janet immediately quirked her eyebrow at this sight, and commented, "Are you actually doing what I think you're doing?"

"Well that depends on what you think I'm doing," Aelita easily replied.

"I'm thinking that you're working on some of your DJ mixes right now," Janet admitted.

"And you would be right," Aelita confirmed, her fingers dancing away across the touch screen while she bobbed her head in time with the rhythms that were playing through her headphones. Occasionally, she would shake her head in dissatisfaction, showing she did not like the sound of something, and then rework it to something else, and all the while, Janet just kept staring at her in disbelief. "Hey, as great as being an Avenger is, it doesn't exactly come with any financial benefits. Can't exactly rely on you or Tony to foot the bills for everything for the rest of my life, you know. Well, mostly you now, since Tony…"

"Yeah," Janet nodded, not needing Aelita to finish her sentence. It may have been some time now since Iron Man had quit and decided to try and disband the team, but his departure still left something of a sour note for a lot of the Avengers, both these two being chief among them. "So then, does that mean you're trying to actually get a job or something?"

"My brother wasn't exaggerating when he said that talent scouts were trying to sign me on after I performed onstage as an opening act for the Subdigitals, especially when I was nearing the end of High School. I may have been slightly out of practice on account of everything that had been happening in the past year, but I've still got that same talent, so why not get back to where I was before," Aelita explained, and from the way she was working over the sound editing program on her phone, Janet could tell that the young woman was very serious about this. Aelita's eyes then zeroed in on the program she was running, and softly said, "All I really need is one big break to get my name out there again."

"Admirable dedication," a new, male voice complimented, and the girls both spun around to see that the vigilante they had come to Hell's Kitchen for had finally arrived. His suit left him covered from head to toe in what looked like dark red and black body armor, save for the lower half of his face, while on one side was a holster for his infamous billy club, and the red lenses of his mask seemed to be incredibly tinted to the point that they figured it would be a miracle if anyone could see through them at all. "I should warn you though, trying to juggle this life with a profession that would be for an average person is not the easiest thing."

"You sound like you know that quite well," Aelita noted, pocketing her Lyoko Cell and ear buds. Frankly, she was a little surprised that she did not hear him coming until just now, because even with her ear buds in, Aelita would have been able to pick up on any strange sounds around her thanks to her super hearing. The fact that this guy had slipped past her notice somehow definitely proved just how good he was at stealth, since the only other person who had ever managed to pull off that feat was Black Panther.

"Let's just say I had a rough time figuring out how to balance things at the start," Daredevil shrugged, shortly. "More importantly, I hear you two were looking for me in the hopes of getting me to join your little superhero club."

Wasp bristled a little, not being too much of a fan of hearing people calling the Avengers things like that, but she buried it for the moment. The last thing they needed right now was to drive off a new recruit by getting upset over such little things. "Yeah, we need to expand our ranks, and from what we've heard, you'd be a great fit."

"No thanks. I'm not what you would call a joiner," Daredevil immediately replied in a snap.

"Well don't take some time to think about it or anything," Aelita remarked, sarcastically.

"It's nothing personal, but I don't think that my methods would be up to the same standards as the rest of your team's, or even yours, and besides, I prefer being down on the streets over heading out into Space to fight alien gangs and supervillain warlords," Daredevil explained.

"It's really more of the other way around, and we don't go into Space that much," Janet pointed out. "Look, we're all for helping everyone in the world as much as we can, but given how many larger threats there are out there, it's a little hard for us to just come back down to street level sometimes."

"And you think having someone on board is going to help you with that, right," Daredevil finished. When both girls nodded in reply, he turned towards the group of warehouses that were just ahead of them and said, "Well if you're serious, then you'll help me with this case I'm working on regarding a small time crime boss who goes by the handle The Hood."

"The Hood," Janet questioned in disbelief. The unasked question was obvious to everyone: did the guy think all the good villain names were taken, or was he just not that creative?

"It's more of a given title than a chosen one," Daredevil confessed with a small smirk to show that he found it just as humorous as the two Avengers probably did. "His real name is Parker Robbins, and he was just another small time crook that used to work for Fisk before he was ousted as the Kingpin. After Fisk's fall from grace, his criminal empire had been left in a power vacuum that several different gangs should have been going to war over, and yet, none of them did. There's only one way that could have been prevented."

Aelita had been nodding along to what Daredevil was saying, knowing that it was all true. Being Spider-Man's girlfriend, she was well aware of how the gangs were much quieter than they should have been in the months that had followed Fisk being exposed as the Kingpin of Crime, both from hearing Peter talk about his day and from joining him on his patrols every now and then. As such, she and Peter had come to the same conclusion that Daredevil was leading them towards. "Someone else has already taken over, and it's likely someone who figured out how to bring down Fisk without him realizing it. Either as an inside job or from so deep in the shadows that barely anyone would have known that they were there."

"Exactly," Daredevil confirmed. "Murdock and I have been trying to find something that could tell us who this new Kingpin is so we can expose him and have him face justice for the crimes he's gotten involved in, but so far, we've had little to no luck. Whoever it is that's now sitting Fisk's old chair, he's practically a ghost with no trail that can lead back to him. Until Robins that is. Almost a month after Fisk's fall from grace, Parker Robins suddenly made a bigger name for himself when he showed up and took over the entirety of the drug running operations in Hell's Kitchen, followed by several other criminal rings, all while decked out in a crimson cloak and hood, while flying around using some form of hover boots or something similar. While he has ended up in prison on the rare occasion or two, he's always received bail or avoided prosecution before even going to court, but if we catch him now, we can not only expose him, but open up a trail that may help to expose some small scrap of information that will tell us who the new Kingpin is."

It made sense to each of the girls, and if they did help Daredevil with this, they would be taking a dangerous criminal off the streets while crippling the operations of a criminal empire that should have fallen ages ago after Fisk went down. There was just one thing that bugged Janet. "So what you're saying is that if we help you with this, you'll reconsider joining us?"

"I'm saying that I'll consider possibly taking a…part-time position if you're willing to accept that," Daredevil informed her.

Janet mused that over for a minute before she finally shrugged, "I'll take that. It's better than getting turned down completely."

"So regarding the Hood, what else would we be dealing with beyond the fact that he has a hood, jet boots, and likely an army of thugs that are probably heavily armed," Aelita questioned.

"There's only two other things that have been going around on the streets about him. The first is that his guns are supposed to be specially customized to cause much more serious injury or damage to anyone they hit," Daredevil explained. "The other is that he can supposedly teleport."

"So he's a possible mutant, then," Aelita asked.

"If that were the case, someone from the X-Men, Genosha, or even the MRD would've been on him by now," Janet disputed.

"While I am doubtful about that last one, given the MRD's success rate in containing or capturing certain mutants and mutant groups in the past, and there are other groups that would be interested in a new mutant, you are right in saying that he's not likely a mutant. It's more likely he has access to some form of cutting edge tech that he gave an extra dramatic flair with his cloak," Daredevil admitted. "I did suspect that magic might be involved, but frankly, I'm hoping that's not the case. After all, it's a little hard to believe that a small-time crook like Robbins could get his hands on some magical artifact."

"You'd be surprised what some people can get their hands on," Aelita muttered under her breath, her mind already going to how it seemed like every other HYDRA or AIM group they encountered had gotten their hands on research for ways to hurt either her or Ulrich when she said that.

"Either way, busting him here and now, tonight will bring at least a little light on what he's been doing, if only in Hell's Kitchen if nothing else," Daredevil finally finished.

"So I guess that just leaves one question: when do we move in and start kicking both Robbins and his cronies' asses," Janet asked.

Daredevil turned towards the nearby warehouse, remaining silent for a few minutes, until he finally said, "Right after the passengers in the car that's about to pull into the warehouse have climbed out. Robbins is with them, casually sitting in the back."

Janet and Aelita both turned to where the red-clad vigilante was facing, unable to see anything at all, given how dark the streets currently were, until they saw an unmarked, sleek car pulling into the warehouse, just like Daredevil said it would. "How did you know that car was coming? More importantly, how are you so sure that Robbins is even in it," Janet asked. "What do you have some kind of supervision or something?"

"No, vision is the one sense I have that was not enhanced. If anything, it was just the opposite," Daredevil replied, earning him confused stares from the girls. "Let's just say that old saying about your other senses being enhanced after losing one is especially true in my case, to a whole new extreme."

"You're…you mean…Wow, first a blind lawyer, and now a blind superhero. What next? A blind supervillain," Janet questioned.

"Well, the guy who trained me how to fight was also blind, and his senses weren't enhanced to the same level as mine were he lost his sight," Daredevil revealed with a smirk.

Neither one of the girls were sure how to take that, so they just focused on the task at hand. While Janet could only stare at the warehouse after the car disappeared inside though, Aelita was still able to hear what was going on inside thanks to her super hearing. From the sounds of guns being cocked or checked over, to the heavy footfalls of boots on the ground, Aelita could hear just about all of it, and she also picked up on the sound of rustling cloth that was clearly more than just a long coat. "Yeah, Hood's in there, and I'm guessing he just got out of the car from the sounds of how his cloak is billowing," the pinkette reported.

"He has, and he's checking over the merchandise, silently," Daredevil confirmed. "Taking his time in doing so as well, but he hasn't said anything about what it is they're moving here. It's not just guns though, I can tell from the scent, but what the other items could be, I'm not so sure."

"Well, I know a fun way to find out," Janet smirked, shrinking down and extending her wings as she did.

* * *

Robbins was ecstatic over the most recent load. Not only were all the armaments that his boss requested now here, but so was a certain specimen that had been alluding them for some time. It had taken quite a long time to find this particular creepy crawly, and cost him quite a few men, but if this thing really was as valuable as the new Kingpin said it was, then Robbins was sure that they payoff would make it all worth it. Looking into the glass container, Hood still found it hard to believe that this black tar could have been what his boss said it once was, but he figured that it was more impressive when it was attached to somebody like it had been a couple years ago when everyone thought that Peter Parker kid was Spider-Man. Sure, it would make a certain sense that the kid could be the web-head, but come on! A little nerd like that being the one superhero that every criminal in New York knew and loathed? Yeah right. It was more likely that Captain America was some kind of sleeper agent for HYDRA or some alien race, or that the youngest of the Avengers were actually alien time-travelers from the future. Whatever the case, none of that really mattered to Hood so long as he got paid for getting his boss the blasted thing.

The only downside was that the thing did not even appear to be alive, and the new Kingpin was explicit in his instructions that it be captured as such. No matter what they did to the thing, it did not seem to have any effect. They had tried banging on the glass of the case it was in, they tried zapping it with a few jolts of electricity, and they had even gone so far as to attempt shooting it. Looking back, that last one was probably the worst idea, especially considering that shooting the thing had not been of much help in attempting to find and capture it, but then again, Hood was no scientist, so how was he really supposed to know whether or not this thing was dead or alive. He did not even know what they needed to do in order to keep this weird gunk alive. All that really mattered to him now was that they had finally caught a break and contained the thing, and there was no way that it was going to get out of that containment unit before it got back to the boss.

Parker was eventually stirred from his thoughts when one of his men came over, bearing a rifle that was already locked and loaded just in case any cops or superheroes showed up. He was not so stupid to think that they would not, seeing as it was the costumed freaks that managed to bring down both Fisk and Tombstone, and that was why he made sure that his men always came to any operation he was running in person or otherwise armed for such interference. The only downside was that even with a bit of firepower, idiots would still be idiots, and this particular gunman was about to prove that.

"Yo, Parker," the crook called out, and a minute later, he was hoisted up into the air by his throat as Robbins strangled him.

"I've told you to never call me that. The name is Hood," Robbins snarled.

"Right, sorry, sir. Won't happen again," the crook coughed as best as he could, and that was enough to get his cloaked boss to drop him. Once he had gotten his breath back, he said, "I just thought you should know that the rest of the boys have finished looking over the merchandise."

"Well don't pause for suspense. Is it good or not," Hood prompted, the growl in his voice indicating that he expected an answer he would find satisfactory.

"Oh yeah, it's all good," the crook smirked in reply. "Everything that the new Kingpin promised us is here, and everything that we could get for him is good as well. With this much firepower, taking over the city should be a breeze."

That would be good if New York was any other city, but Hood knew better, and he knew that there was one thing that could still keep them from taking this city. "Does that include ordinance for handling the superheroes?"

"You bet, Boss," the crook nodded. "Even if those high and mighty Avengers were to come down from fighting big bads and aliens, we'd be able to handle them."

Hood smirked when he heard that, seeing as he that was just the answer he was hoping to hear, but his mood would quickly change when the next voice he heard rang out into the warehouse. "So you think you can take us on just because you've got a few new fancy toys," a distinctly female voice questioned in amusement.

"Hey, that's street crooks for you these days, Wasp. They get some fancy toys, and all of a sudden, they think that they're big time threats," another woman added just as Hood and his henchman looked up to see both Wasp and Angel Guardian hovering above them with smug grins on their faces, the latter of which being the one who had just now spoken. "Besides, this is a guy who thinks that 'The Hood' is a good bad guy name or even a threatening one. You'll have to excuse him for any lack of brains amongst him or his boys."

"Yeah, I guess you do have a point," Wasp shrugged with a teasing smile. "And don't even get me started on his outfit. I mean, that shade of red so doesn't go with the rest of his outfit. Seriously, it's like bad guys have no fashion sense these days, and that's a crime on its own. Maybe I should talk to Hank about helping me to start a focus group for the supervillains we've captured that's focused on helping them improve in that area."

"Oh, you two think you're cute, huh," Hood demanded.

"Hoodie boy, we're adorable, and you know it," Aelita quipped in return. Yes, that may have been something that Spider-Man would say, but you have to remember that Aelita is dating the web-head, so she was bound to pick up on one or two of his habits. Or you could just blame it on being around Odd for so many years like Aelita often would before insisting that Spidey actually helped her improve her repertoire of one-liners and quips.

"What I know is that in a minute you're going to be dead," Hood snarled, spinning out a pair of pistols. The little show of drawing his weapons seemed to be the silent signal for his men to come out of the shadows and aim weapons at the two Avenger girls, because a moment later, every crook in the warehouse was surrounding stepping forward with a large variety of guns at the ready.

"Aw, that's just precious," Wasp cooed, sounding like she was talking to a cute little baby when she spoke, and further irritating Hood and his men right to the point where they finally opened fire on the two.

A moment later, the girls were racing and spinning through the air as they avoided bullets, lasers, and even some other, odder projectiles that released a quick-solidifying, gooey substance when it struck any surface. There were also some more explosive weapons being unleashed on them, but the girls were more concerned with avoiding the goo-bombs than anything else. You would think that would be crazy, but considering that Wasp saw a few of the bad guys get caught up in the gunk due to friendly fire and were then unable to get out again, neither Avenger was too eager to get caught in such a state, knowing what would soon follow if they did. Thankfully, they did not have to worry about getting hit by the thugs too much. Their aim was about as good as a Stormtrooper's, but they did make it a point to avoid getting hit by any shots that Hood fired. Given what Daredevil told them about what Hood's pistols could do, neither girl wanted to get hit by his shots.

Speaking of Daredevil, the vigilante of Hell's Kitchen had actually joined in on the fight after crashing through a window shortly after the gunfire started. Since there were so many guys shooting at the two Avengers, Daredevil's rather loud entrance went widely unnoticed until after several guys started dropping due to the blind hero performing a few silent takedowns from the shadows. When the gunfire finally died down enough for the others to take notice, it had already been too late, because that was the moment when Daredevil had officially joined the fight in a full-frontal attack. As a result, the two girls were left staring in awe as they watched Daredevil take down multiple foes with both his billy club and his bare hands. Once or twice, they thought that they had to warn him of an attack coming from behind, but they soon discovered that it was not necessary, because Daredevil had already seen it coming, in a manner of speaking, and was thus able to counterattack with little problems. He was spinning, flipping, punching, and kicking every which way that Aelita and Janet honestly felt like they were watching a blind Black Panther fighting these guys.

Eventually, they became more concerned when Hood finally managed to snag Daredevil with one of those goo-shooters. Thankfully, he had only been caught in the leg, but that was still going to be enough to render Daredevil unable to really put up much defense against any other foes. He did not have to worry too much, as Aelita quickly used her creativity to form a protective barrier around him until he could get free, and with a little extra assistance from Wasp, that task was not difficult at all. Soon enough, the three heroes had managed to subdue nearly everyone in the warehouse, while Hood was backed into a corner. That did not keep Parker from snarling at the three heroes though, indicating that he was not going to let them take him down without a fight.

"Time to fess up, Robbins. Who's the new Kingpin," Daredevil demanded.

"You really think I'm gonna sell him out just cause you think you've got me beat," Hood asked in disbelief.

"You've got nowhere to run, all of your guys have been knocked out, and all it's going to take to make your merchandise go up in smoke is a little blast from either me or Angel Guardian. How exactly do we _not_ have you beat," Wasp questioned, her smile looking rather smug as she heard Hank confirm that the police were already on the way to make the arrests.

Daredevil did not wait for an answer, but instead just marched up and slammed his billy club into Robbins as he switched over to strong arm tactics. "Who is he?!"

"Screw you," Hood snarled, spitting in Daredevil's face afterwards.

Daredevil just punched him again, and the girls both saw blood come after that blow, making them both more than a little concerned. "Hey, what're you doing," Aelita demanded, grabbing Daredevil's arm before he could seriously hurt the guy.

"Sometimes, the only way you can get answers from punks like him is by breaking a few bones, at minimum," Daredevil replied.

"So basically, you think that we need to sink to their level," Aelita questioned. "We're supposed to be better than that."

"Speak for yourself," Daredevil retorted.

"Daredevil, this isn't the right way to do this. We can figure out who the new Kingpin is without resorting to torturing bad guys that are already down for the count," Wasp pleaded. She was all for putting the hurt on bad guys when they were actually doing something bad, but not when they were already beat like this. She had to wonder though if it was this kind of thing that Hank had once feared that the Avengers would one day sink to whenever he expressed his views on how to handle crime fighting and treating the supervillains that they fought, and that idea actually scared her a little.

Daredevil seemed to be mulling that over in his head for a minute, but unfortunately, that also caused him to drop his guard enough for Hood to find a way to escape from his hold. The next thing that the blind hero knew, he had been shot in the gut by Hood, and was forced to back off, giving Hood enough space to teleport away from the heroes. When he rematerialized again, it was right next to the containment case that he had been examining earlier, and he immediately grabbed it before looking back at the three and saying, "You want to find out who the new Kingpin is so bad, then find out for yourselves, because no one's going to sell him out to anyone so easily, be it you hero-types or anyone else."

With his piece said, Hood teleported away again, this time leaving with his prize, and that was the end of that. Wasp and Aelita would have tried to go after him, but there were two problems with that. One was the fact that he was a teleporter, so they had no idea of where he could have gone, assuming he did not have a specific range to said ability, but it was the second fact that was more important. The fact that Daredevil needed medical treatment took greater precedence over anything else right now, and Wasp was immediately calling for Hank to send a Quinjet to their location so that they could get the red clad vigilante back to Avengers Mansion for said treatment.

* * *

Getting Daredevil back to the Mansion and into the medical room was easy enough, but treating his injuries was an entirely different matter. The minute they tried to make apply any kind of treatment, Daredevil had brushed them off, and even seemed as though he would attack them if they tried, despite his injuries. It was not until Aelita finally promised him that they would not attempt to unmask him that they finally managed to get him to settle down enough for Hank and Jane to treat him. Of course, the anesthetic that Hank managed to inject into the vigilante while Wasp, Hawkeye, Ulrich, and Cap held him down helped quite a bit too.

When Daredevil finally woke up again, he was not too happy about being knocked out, to say the least, but he was still thankful for the medical treatment that the Avengers provided. For that reason and that reason alone, he allowed Wasp and Aelita to show him around the mansion so he could get a look at the kind of facilities and equipment the Avengers had access to. He had a feeling that it was partly because the two girls had not mentioned their little recruiting mission to the rest of their team, but he kept quiet about it, figuring that they had their reasons for that. Besides, how often does one get a full tour of Avengers Mansion without breaking into the place or getting stuck with the stuff that only tourists or the paparazzi would get if they were ever allowed into the place? By the time they had finished, they had come to the Assembly Room, and Daredevil could no longer deny that the Avengers had a very impressive set-up that he could greatly benefit from.

When the vigilante admitted that fact aloud to them, Wasp took the initiative and asked, "So does that mean we can consider you our newest teammate?"

Daredevil looked between the current leader of the Avengers and her young friend for a minute in silence, making them both a little nervous about how he would respond, until he finally said, "Like I said before, I'm not a joiner, and I don't think I'm up for handling some of the world-ending crises that you all normally deal with." He then paused for a minute, letting the two think that he was saying no, before he finally smirked and finished, "But I am more than happy to take a part-time position and see where it goes from there."

Both girls smiled at that response, and Aelita took that as all the prompting needed to approach the red-clad vigilante with an ID card ready for him, as she said, "Well part-time or otherwise, we might as well make it official and give you this. Welcome to the Avengers, Daredevil."

Daredevil took the card from Aelita and immediately slid it into his belt, silently confirming his acceptance of the welcome, but he quickly turned serious again. "There's still the matter of Hood and the item he got away with. Not to mention we still don't know the identity of the new Kingpin."

"Maybe not, but several of Hood's men are now in lock-up, and even if they don't know anything, they're bound to know something that could provide a clue or two to the guy's identity," Wasp pointed out, becoming just as serious as Daredevil had. "As for Hood, there will always be another day to capture him, and next time…"

"We'll do it in a way that suits heroes," Daredevil finished with a promise, earning smiles from both girls. Today had been a good day for the Avengers. Sure, they had not been able to capture the lead bad guy or get any information about the new Kingpin of Crime, but they did get Daredevil on the team, even if it was only as a part-timer, and from the look of things, he was willing to try and not be so hostile towards the criminals he apprehended in the future for answers. They were not going to kid themselves into thinking that he would still be a little brutal, but knowing that he was not going to be as much so as before was definitely something, so the girls were willing to take that. All the same, they still had to wonder just what it was that Hood had gone to so much trouble for, and why it seemed like the new Kingpin wanted it so badly. It may be a problem for another day, but somehow, Aelita had a bad feeling in the pit of her stomach that said they were not going to like the answer when they finally found out.

* * *

As angry as he was about how Daredevil and the Avengers had interfered in his business, Hood was much more worried about how his current boss would react to the news. Sure, he had secured the main prize, but they had also lost a lot of good men and several of the weapons and products that they were shipping in were now held in evidence lock-up. That was a very large amount of money wasted, and no doubt the Kingpin was going to be upset. Hood just had to hope that showing he brought the main item that the boss had requested was going to be enough to quell whatever anger he would have about their loss. That did not keep him from trembling a little when he finally received permission to enter one of the many offices that once belonged to Wilson Fisk before his fall from grace. After all, who would be crazy enough to not be afraid of this particular individual, besides Spider-Man that is?

"The shipment was a bust. Daredevil and two Avengers ambushed us and got all of my men caught, along with all of the merchandise in the warehouse. I was able to save the item that you wanted, but everything else is now a lost cause," Hood reported when he was commanded to speak, showing the containment unit that was holding the black tar. When he did, he could not help but notice how it was suddenly becoming much more active than before, but his attention remained focused on the people in front of him.

Standing to the side, was none other than the multi-armed scientist, Otto Octavius, alias Doctor Octopus, and while his expression remained impassive about the loss of their merchandise, he was still studying the containment unit with barely concealed glee. While the doctor did give Hood some concerns, given what he had seen the doctor working on in some of his labs, it was Ock's boss that he was more focused on. Said boss being none other than the green and purple clad form of the new Kingpin of Crime, who was grinning widely at the sight of the black tar, and how it was clearly very much alive. "It doesn't matter," Green Goblin snickered. "You did well to bring this to me, Hood. You'll be compensated for the losses you suffered tonight, of course, but for now, I'm just happy that you managed to bring us the very thing that Otto and I need." He then looked over to Doc Ock and asked, "Assuming that it is what it appears to be."

Doc Ock took that as his cue to finally approach and take the containment unit from Hood using one of his metal tentacles, and after bringing it closer so he could examine its contents with a critical eye, and some special scanning equipment he had on hand, he was soon sporting a grin that was nearly identical to Goblin's, and confirmed, "This is it, Goblin. The very thing that brought about the creation of Venom, and nearly saw an end to the arachnid once and for all: the symbiote. It's weak of course, having gone so long without a host, but there's still enough here for me to be able to create something much more powerful than Venom had ever been."

"Perfect," Green Goblin smirked, and he then waved for Hood to leave them. Once Robbins was gone, he felt it necessary to voice his excitement aloud while going into slightly more details about their plans. "With this and your research, Otto, we'll not only have something that will end Spider-Man for good, but also allow us to reap glorious carnage afterwards."

"On no, my friend. We won't be unleashing carnage, though that does give me a few ideas for another future project," Octavius corrected. "This will be something that can purge all the disease from the world, be it the arachnid, or those wretched imbeciles that the people look up to as heroes. If anything, this will be our Anti-Venom."

"Oooh! I like the sound of that even better," Green Goblin admitted, and soon enough, hid mad cackling had begun to echo throughout the room, and nearly the entire building. Thankfully, the room was soundproof, or someone might have realized that Green Goblin was back and planning something very sinister indeed.

* * *

Around the same time as the meeting at the new Kingpin's stronghold, Captain America, or rather, the Skrull Pitt'o Nili had arrived in the warehouse he normally called his allies from, and he was soon graced by the presence of the Skrull Queen herself. When said queen had shed the appearance of Mockingbird to reveal her true form, Pitt'o dropped to one knee in a respectful bow before giving her his report. "I'm afraid that things may not be going as smoothly as we hoped, My Queen," the fake Captain America revealed. "The Avengers are trying to expand their ranks. Already, they've brought the half-Kree scum, Ms. Marvel back into their fold, along with the mutant known as Scarlet Witch. And just today, Wasp and Angel Guardian have convinced the one called Daredevil to join them as a 'part-timer.' I did what I could to prevent them from taking this route, but unfortunately, it was not enough."

"It doesn't matter," the Skrull Queen waved off. "One or two more Avengers are of no consequence to our plans, and no matter who they attempt to bring into their fold, they cannot hope to be as much of a threat as they once were. Earth will still be ours, despite the Avengers' best efforts. There's nothing that anyone can do about it."

"With all due respect, My Queen, I'm not so sure about that," a new voice spoke up, and the two immediately turned to see S.H.I.E.L.D. Agent Grant Ward stepping into the light, his human features slowly melting away into those of yet another Skrull's. "Given how powerful some of their newest members are, the Avengers could prove to be a much greater risk if we allow them to continue expanding their ranks. More than that, you know that Fury is trying to have his people weaponize the energy that Sprint Samurai and Angel Guardian give off so that they have a stronger defense against us."

"Yes, you have a point there," Veranke admitted. "We may need to consider taking one of these greater threats off the board, even if only for a moment."

"Then might I suggest the two children? After all, they are the greatest threat to our efforts," Pitt'o offered.

"No, if anything were to target them so suddenly, they will quickly suspect our involvement, and do everything in their power to stop it. Targeting the Lyoko Avengers is no longer an option for us," Veranke disputed. She paused for a moment, and eventually started to smirk as she said, "But that's not to say that there's not at least one Avenger who would be an easy target to remove from the team."

Both of the two Skrull spies smirked, knowing exactly which Avenger she was referring to, and by the time they had left the warehouse again, they had managed to finalize how they would put things in motion to ensure that when the invasion began, they would have much less to worry about. After all, without one of their strongest heroes, how could any of the humans ever hope to have a chance at stopping them?

* * *

 ** _AN: Yeah, this one's pretty short. Much shorter than I had been expecting it to be, but then again, I did the best that I could with this, and somehow managed to tie it into some of the other major and sub-plots of this story. So, we got a look at this continuity's version of Daredevil, who in case you haven't noticed yet, takes quite a bit of inspiration from the Netfilx series, and not only that, but we got a look at a few other things as well, including the villianous Hood, and a few other surprises and faces that we haven't really seen in the Code Avengers universe in a while._**

 ** _Aelita: Hang on. Time out a minute. "The Hood"? Seriously? Are you sure you didn't make this guy up?_**

 ** _AN: Nope. He is in fact a real Marvel villain. He was in the comic version of Secret Wars, and had a major part in a storyline for one of the New Avengers comics. Namely one of the ones from the Dark Reign era of Marvel Comics._**

 ** _Wasp: Bigger mystery is why did you have me and Aelita go after Daredevil? I would've thought this would be a moment for Ulrich to get some action in._**

 ** _AN: I'm trying to pattern these stories so that we have one chapter where it's Aelita and an Avenger, then the next chapter is Ulrich and another Avenger, and then back to Aelita and...you get the idea. That, and I feel like it's been a while since we saw Aelita and Wasp really doing that much together for more than a few paragraphs. I mean, these two have a sister-like relationship, and yet we don't really get to see them really spending that much time together before having to meet up with someone else for the rest of the adventure. Sure, that's what happened here, but they were running center stage for quite a bit in this chapter._**

 ** _Deadpool: Hey, how about you talk about something that you think is "important", like the return of the Goblin, that little scene at the end, or even how I'm gonna be doing something awesome later on in this story that makes every girl in this story what to take a ride on the Deadpool train!_**

 ** _AN: [hits controls and has multiple weapons fire on Deadpool once again] Seriously, I should just have these things set on automatic when it comes to that guy. Anyways, yeah, Green Goblin and Doc Ock have returned, and I can promise you that at least one if not both of them will be appearing again later on, because they will have a bigger role in the story this time around. It's not that much of a bigger role, but it's still significant enough to be noticeable. I'm sure you probably figured that out by the fact that they've now got the Venom symbiote, and that whole Anti-Venom thing that was mentioned at the end. Plus, we alluded to a possible thing with Carnage that would happen later, so you can look forward to that._**

 ** _As for that last scene at the end with the Skrull meeting, that's just a little something to suggest that they had a bit more to do with the whole Red Hulk incident than just having Skrull-Cap talk Hulk into surrendering himself to the Hulkbuster Unit. I mean, it makes sense if that were to happen, because really, what are the chances that such a thing would happen right before the Skrulls finally launch their big invasion? Plus, we've also confirmed another Skrull spy is in an Earth organization, this one being of Grant Ward. Jeez, that guy just can't seem to escape being made into a bad guy somehow, huh? Except during that one arc in Season Four of Agents of S.H.I.E.L.D., that was one moment when he did escape from being a bad guy, so good for him._**

 ** _Ulrich: Question. Why make Daredevil a part-time memeber?_**

 ** _AN: Well, part of me was considering having Daredevil say no, but then again, we've already had quite a few negative responses in this arc, and it wouldn't really be much of a successful recruitment drive if nearly everyone said no, save for one or two people. Sure, we've still got a couple more chapters of this arc to go, but I felt that I needed to give the Avengers a few more additions besides just Wanda. At least, she's the only one so far. I can confirm that at least one other person will be joining the team, and they will be doing so full-time. I changed things up so that Daredevil would be a part-time member so that it would not be a total loss, but he's not a full-time Avenger either. Kinda like Batman with the Justice League, if you will._**

 ** _Iron Man: Here's something I'm starting to wonder. Are we ever going to give Deadpool a break? I mean, he did just recently have a big movie come out, you know._**

 ** _AN:...Wow, now my own cast is turning against me on this. Look, I do not ever plan to give Deadpool a break, okay? And if you want to talk big movies, let me remind you of the fact that the Avengers have a big movie that just came out as well. You know, a little something by the name of Avengers Infinity War? And let me just say, that bad boy lives up to all the hype! WOO! That was so EPIC! I mean, there were one or two things I wasn't a big fan of, but I just had to remind myself that this was still part one of the story, and part two comes out next year, so that makes everything better. Either way, best Avengers movie to date, right there baby! Deadpool got nothing on Infinity War. Nothing! Zilch! Nadda! Zero! That little joke against Deathstroke/Wolverine wannabe/Spider-Man cosplayer has got absolutely nothing on Infinity War._**

 ** _Aelita: You just had to set him off on that._**

 ** _Ulrich: Has he even seen Deadpool 2?_**

 ** _Captain America (real one, not the Skrull): Do you really think someone who hates Deadpool as much as he does would ever go to see a movie about said character?_**

 ** _Ulrich: [looks to see that AN is still ranting about the same topic] Good point._**

 ** _Iron Man: Maybe we should just run the preview before he goes too far into things._**

 ** _AN: [pausing in said rant] Good idea! Onto the Preview!..._**

 ** _Ulrich and Hulk team-up for another recruitment mission and this one takes them out to Hulk's birth-place: Vista Verde. Upon arriving there, Ulrich quickly comes face-to-face with another hero who's related to a teammate of theirs, and suddenly Hulk's insistence at being on this mission becomes that much more clear. Of course, that doesn't mean that they're going to relax after said meeting, because somehow, every one of these recruitment missions so far has resulted in much more action and excitement than they should, and of course, this time is no different. The amount of gamma powered smashing is about to double next time in…_** **Chapter 13: Avengers Recruit: The Giantess** ** _._**

 ** _In case I did not make it clear, next chapter is in fact going to have us meeting another Hulk, and this one is much more favorable over the first meeting with Red Hulk. If you want to know the villain that they'll be dealing with, you'll have to tune in next chapter and see for yourself. Until then though..._**

 ** ** _Please read and review, and I'll see ya next time, fellow true believers!_****

 ** ** _[returns to his rant about why Avengers Infinity War is better than Deadpool 2, and with very good reason]_****


End file.
